October 1, 2020

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# Chronicle Services Agreement

Last modified: October 01, 2020

This is not the current version of this document and is provided for archival
purposes.
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This Chronicle Services Agreement (the "Agreement") is entered into by Chronicle
and the entity or person agreeing to these terms ("Customer"). "Chronicle" means
either (i) Chronicle LLC, a Delaware limited liability company if Customer's billing
address is in North America or South America, or (ii) Chronicle Security Ireland
Limited, an Ireland limited liability company if Customer's billing address is in
any country other than those in North American or South America. This Agreement is
effective as of the date Customer clicks to accept the Agreement or otherwise agrees
to the Agreement (the "Effective Date").

If you are accepting on behalf of Customer, you represent and warrant that: (i) you
have full legal authority to bind Customer to this Agreement; (ii) you have read and
understand this Agreement; and (iii) you agree, on behalf of Customer, to this
Agreement. If you do not have the legal authority to bind Customer, please do not
click to accept. This Agreement governs Customer's access to and use of the
Services.

**1. The Services.**

1.1 Services. Chronicle will provide the Services specified in an Order Form in
accordance with the Agreement, including the SLAs, and Customer and its End Users
may use the Services in accordance with the Agreement.

1.2 Account. Chronicle will provide Customer an Account. Customer is responsible
for (a) maintaining the confidentiality and security of the Account and associated
passwords and (b) any use of the Account.

1.3 Data Location. In the Order Form Customer may select to store Customer Data in a
specific Region/Multi-Region as detailed on the Chronicle Locations Page ("Data
Location Selection"), and Chronicle will store that Customer Data at rest only in
the selected Region/Multi-Region. If a Data Location Selection is not made by
Customer, Chronicle may process and store the Customer Data anywhere Chronicle or
its agents maintain facilities. The Services do not limit the locations from which
Customer or Customer End Users may access Customer Data or to which they may move
Customer Data. For purposes of this Section 1.3 (Data Location), Customer Data does
not include resource identifiers, attributes, or other data labels.

1.4 Customer Data. Chronicle may delete Customer Data that is outside the Data
Period. Chronicle may use Shared Signals to provide the Services to any customer.

**2. Customer Obligations.**

2.1 Consents. Customer is responsible for any consents and notices required to
permit (a) Customer's use and receipt of the Services and (b) Chronicle's accessing,
storing, and processing of data provided by Customer (including Customer Data, if
applicable) under the Agreement.

2.2 Compliance. Customer will (a) ensure that Customer and its End Users' use of
the Services complies with the Agreement, (b) use commercially reasonable efforts to
prevent and terminate any unauthorized access or use of the Services, and (c)
promptly notify Chronicle of any unauthorized use of, or access to, the Services of
which Customer becomes aware.

2.3 Use Restrictions. Customer will not, and will not allow End Users to, (a) copy,
modify, create a derivative work of, reverse engineer, decompile, translate,
disassemble, or otherwise attempt to extract any of the source code of the Services
(except to the extent such restriction is expressly prohibited by applicable law);
(b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or
use the Services (i) for High Risk Activities; (ii) in a manner intended to avoid
incurring Fees; (iii) for materials or activities that are subject to the
International Traffic in Arms Regulations (ITAR) maintained by the United States
Department of State; (iv) in a manner that breaches, or causes the breach of, Export
Control Laws; or (v) to transmit, store, or process health information subject to
United States HIPAA regulations except as permitted by an executed HIPAA BAA.
Customer may only use the Services to access and use Customer Data to detect and
prevent cyber threats in support of Customer's internal security for Customer's
internal benefit. Customer will not allow anyone other than its internal security
team to use the Services.

**3. Data Privacy and Security.**

3.1 Protection of Customer Data. Except as otherwise stated in this Agreement,
Chronicle will only access or use Customer Data to provide the Services and
Chronicle Technical Support Services ordered by Customer and will not use it for any
other Chronicle products, services, or advertising. Chronicle has implemented and
will maintain administrative, physical, and technical safeguards to protect Customer
Data, as further described in the Data Processing and Security Terms.

3.2 Data Processing and Security Terms. The Data Processing and Security Terms are
incorporated by reference into this Agreement.

**4. Payment Terms.**

4.1 Orders via Reseller. If Customer orders the Services from Reseller, then: (a)
fees for the Services will be set between Customer and Reseller, and any payments
will be made directly to Reseller under the Reseller Agreement, (b) the remaining
provisions in this Section 4 (Payment Terms) will not apply to the Services, and (c)
Google may share Customer Confidential Information with Reseller as a Delegate
subject to Section 11 (Confidentiality) of this Agreement.

4.2 Payment. Chronicle will invoice Customer for the Fees. Customer will pay
Chronicle all invoiced amounts by the Payment Due Date. All payments are due in the
currency described in the invoice. Wire transfer payments must include the bank
information described in the invoice.

4.3 Taxes. Chronicle will itemize any invoiced Taxes. Customer will pay invoiced
Taxes unless Customer provides a valid tax exemption certificate. Customer may
withhold Taxes if Customer provides a valid receipt evidencing the taxes withheld.

4.4 Invoice Disputes. Customer must submit any invoice disputes to
collections@google.com before the Payment Due Date. If the parties determine that
Fees were incorrectly invoiced, then Chronicle will issue a credit equal to the
agreed amount.

4.5 Overdue Payments.

- If Customer's payment is overdue, then Chronicle may (i) charge interest on
overdue amounts at 1.5% per month (or the highest rate permitted by law, if less)
from the Payment Due Date until paid in full, and (ii) Suspend the Services.

- Customer will reimburse Chronicle for all reasonable expenses (including
attorneys' fees) incurred by Chronicle in collecting overdue payments except where
such payments are due to Chronicle's billing inaccuracies.

4.6 Purchase Orders. If Customer requires a purchase order number on its invoice,
Customer will provide a purchase order number in the Order Form. If Customer does
not provide a purchase order number, then (a) Chronicle will invoice Customer
without a purchase order number, and (b) Customer will pay invoices without a
purchase order number referenced. Any terms on a purchase order are void.

4.7 Credit Limit. Customer's use of Services may not exceed its aggregate credit
limit as determined by Chronicle in its reasonable discretion (and made available if
requested), and Chronicle will not be obligated to provide services to Customer in
excess of such credit limit. Chronicle may revise Customer's credit limit in its
reasonable discretion. Chronicle will provide notice seven days prior to reducing
Customer's credit limit, and will provide the rationale for such reduction. If
Chronicle determines that Customer is at risk of non-payment, then Chronicle may (a)
increase invoice frequency, (b) require prepayments, (c) reduce payment terms, (d)
request financial statements, (e) require financial guarantees such as deposits or
bank guarantees, or (f) apply a credit order hold.

4.8 Fees. All Fees are non-refundable unless otherwise specified. Chronicle
reserves the right to proportionally increase Customer's Fees during an Order Term
based on any ten percent (10%) or more increase in Covered Personnel from the number
reported by the Customer in an Order Form.

**5. Third Party Components and Products.** Customer may elect to use
third-party products, services or components in conjunction with the Services
("Third-Party Offerings"). Any such third-party offerings will be elective and
Customer must obtain access to any such third-party offerings from their respective
providers under separate terms with the respective provider(s). To the extent
Customer elects to integrate the Services with such a Third-Party Offering, it
explicitly consents and instructs Chronicle to allow the third-party provider of any
such Third-Party Offerings to access Customer Data as may be required to interact
with the Services.

**6. Intellectual Property.**

6.1 Intellectual Property Rights. Except as expressly described in the Agreement,
the Agreement does not grant either party any rights, implied or otherwise, to the
other's content or Intellectual Property. As between the parties, Customer retains
all Intellectual Property Rights in Customer Data and Chronicle retains all
Intellectual Property Rights in the Services and Software.

6.2 Feedback. At its option, Customer may provide feedback and suggestions about
the Services to Chronicle ("Feedback"). If Customer provides Feedback, then
Chronicle and its Affiliates may use that Feedback without restriction and without
obligation to Customer.

**7. Updates to the Services and Terms.**

7.1 Changes to Services.

- Limitations on Changes. Chronicle may update the Services, provided the updates
do not result in a material reduction of the functionality, performance,
availability, or security of the Services.

- Discontinuance. Chronicle will notify Customer at least 12 months before
discontinuing any Service (or associated material functionality) unless Chronicle
replaces such discontinued Service or functionality with a materially similar
Service or functionality.

- Support. Chronicle will continue to provide product and security updates, and
Chronicle Technical Support Services, until the conclusion of the applicable notice
period under subsection (b) (Discontinuance).

- Backwards Incompatible Changes. Chronicle will notify Customer at least 12
months before significantly modifying a Customer-facing Chronicle API in a
backwards-incompatible manner.

7.2 Changes to Terms. Chronicle may update the URL Terms, provided the updates do
not (a) result in a material degradation of the overall security of the Services,
(b) expand the scope of or remove any restrictions on Chronicle's processing of
Customer Data as described in the Data Processing and Security Terms, or (c) have a
material adverse impact on Customer's rights under the URL Terms. Chronicle will
notify Customer of any material updates to URL Terms.

7.3 Permitted Changes. Sections 7.1 (Changes to Services) and 7.2 (Changes to
Terms) do not limit Chronicle's ability to make changes required to comply with
applicable law or address a material security risk, or that are applicable to new or
pre-general availability Services, offerings, or functionality.

**8. Temporary Suspension. **

8.1 Services Suspension. Chronicle may Suspend Services if (a) necessary to comply
with law or protect the Services or Chronicle's infrastructure supporting the
Services or (b) Customer or any End User's use of the Services does not comply with
the AUP or Data Policy, and it is not cured following notice from Chronicle.

8.2 Limitations on Services Suspensions. If Chronicle Suspends Services, then (a)
Chronicle will provide Customer notice of the cause for Suspension without undue
delay, to the extent legally permitted, and (b) the Suspension will be to the
minimum extent and for the shortest duration required to resolve the cause for
Suspension

**9. Technical Support.** Chronicle will provide Chronicle Technical Support
Services to Customer during the Order Term in accordance with the Chronicle
Technical Services Support Guidelines.

**10. Benchmarking.**

Customer may conduct benchmark tests of the Services (each a "Test"). Customer may
only publicly disclose the results of such Tests if it (a) obtains Chronicle's prior
written consent, (b) provides Chronicle all necessary information to replicate the
Tests, and (c) allows Chronicle to conduct benchmark tests of Customer's publicly
available products or services and publicly disclose the results of such tests.

**11. Confidentiality.**

11.1 Use and Disclosure of Confidential Information. The Recipient will only use
the Disclosing Party's Confidential Information to exercise its rights and fulfill
its obligations under the Agreement, and will use reasonable care to protect against
the disclosure of the Disclosing Party's Confidential Information. Notwithstanding
any other provision in the Agreement, the Recipient may disclose the Disclosing
Party's Confidential Information (a) to its Delegates who have a need to know and
who are bound by confidentiality obligations at least as protective as those in this
Section 9 (Confidentiality); (b) with the Disclosing Party's written consent; or (c)
as strictly necessary to comply with Legal Process, provided the Recipient promptly
notifies the Disclosing Party prior to such disclosure unless the Recipient is
legally prohibited from doing so. The Recipient will comply with the Disclosing
Party's reasonable requests to oppose disclosure of its Confidential Information.

11.2 Redirect Disclosure Request. If the Recipient receives Legal Process for the
Disclosing Party's Confidential Information, the Recipient will first attempt to
redirect the third party to request it from the Disclosing Party directly. To
facilitate this request, the Recipient may provide the Disclosing Party's basic
contact information to the third party

**12. Marketing and Publicity.** Each party may use the other party's Brand
Features in connection with the Agreement as permitted in the Agreement. Customer
may state publicly that it is a Chronicle customer and display Chronicle Brand
Features in accordance with the Trademark Guidelines. Customer and Chronicle will
work together on an announcement of Customer being a Chronicle customer, which will
take place on a mutually agreed upon date within 6 months of the Effective Date.
Additionally, with prior written consent, the parties may engage in joint marketing
activities such as customer testimonials, announcements, press engagements, public
speaking events, and analyst interviews. A party may revoke the other party's right
to use its Brand Features with 30 days' written notice. Any use of a party's Brand
Features will inure to the benefit of the party holding Intellectual Property Rights
to those Brand Features.

**13. Representations and Warranties.** Each party represents and warrants that
it (a) has full power and authority to enter into the Agreement and (b) will comply
with all laws and regulations applicable to its provision, receipt, or use of the
Services, as applicable.

**14. Disclaimer. Except as expressly provided for in the Agreement, to the
fullest extent permitted by applicable law, Chronicle (a) does not make any
warranties of any kind, whether express, implied, statutory, or otherwise, including
warranties of merchantability, fitness for a particular use, noninfringement, or
error-free or uninterrupted use of the Services or Software and (b) makes no
representation about content or information accessible through the Services.**

**15. Indemnification.**

15.1 Chronicle Indemnification Obligations. Chronicle will defend Customer and its
Affiliates participating under the Agreement ("Customer Indemnified Parties"), and
indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding
to the extent arising from an allegation that the Customer Indemnified Parties' use
of Chronicle Indemnified Materials infringes the third party's Intellectual Property
Rights.

15.2 Customer Indemnification Obligations. Customer will defend Chronicle and its
Affiliates and indemnify them against Indemnified Liabilities in any Third-Party
Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials
or (b) Customer's or an End User's use of the Services in breach of the AUP or the
Use Restrictions.

15.3 Indemnification Exclusions. Sections 15.1 (Chronicle Indemnification
Obligations) and 15.2 (Customer Indemnification Obligations) will not apply to the
extent the underlying allegation arises from (a) the indemnified party's breach of
the Agreement or (b) a combination of the Chronicle Indemnified Materials or
Customer Indemnified Materials (as applicable) with materials not provided by the
indemnifying party under the Agreement, unless the combination is required by the
Agreement.

15.4 Indemnification Conditions. Sections 15.1 (Chronicle Indemnification
Obligations) and 15.2 (Customer Indemnification Obligations) are conditioned on the
following:

- The indemnified party must promptly notify the indemnifying party in writing of
any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate
reasonably with the indemnifying party to resolve the allegation(s) and Third-Party
Legal Proceeding. If breach of this Section 15.4(a) prejudices the defense of the
Third-Party Legal Proceeding, the indemnifying party's obligations under Section
15.1 (Chronicle Indemnification Obligations) or 15.2 (Customer Indemnification
Obligations) (as applicable) will be reduced in proportion to the prejudice.

- The indemnified party must tender sole control of the indemnified portion of
the Third-Party Legal Proceeding to the indemnifying party, subject to the
following: (i) the indemnified party may appoint its own non-controlling counsel, at
its own expense; and (ii) any settlement requiring the indemnified party to admit
liability, pay money, or take (or refrain from taking) any action, will require the
indemnified party's prior written consent, not to be unreasonably withheld,
conditioned, or delayed.

15.5 Remedies.

- If Chronicle reasonably believes the Services might infringe a third party's
Intellectual Property Rights, then Chronicle may, at its sole option and expense,
(i) procure the right for Customer to continue using the Services, (ii) modify the
Services to make them non-infringing without materially reducing their
functionality, or (iii) replace the Services with a non-infringing, functionally
equivalent alternative.

- If Chronicle does not believe the remedies in Section 15.5(a) are commercially
reasonable, then Chronicle may Suspend or terminate the impacted Services.

15.6 Sole Rights and Obligations. Without affecting either party's termination
rights, this Section 15 (Indemnification) states the parties' sole and exclusive
remedy under the Agreement for any third-party allegations of Intellectual Property
Rights infringement covered by this Section 15 (Indemnification).

**16. Liability.**

**16.1 Limited Liabilities.**

- **To the extent permitted by applicable law and subject to Section 16.2
(Unlimited Liabilities), neither party will have any Liability arising out of or
relating to the Agreement for any**

**indirect, consequential, special, incidental, or punitive damages or**

- **lost revenues, profits, savings, or goodwill.**

- **Each party's total aggregate Liability for damages arising out of or
relating to the Agreement is limited to the Fees Customer paid under the Agreement
during the 12 month period before the event giving rise to Liability.**

**16.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either
party's Liability for:**

- **death, personal injury, or tangible personal property damage resulting from
its negligence or the negligence of its employees or agents;**

- **its fraud or fraudulent misrepresentation;**

- **its obligations under Section 15 (Indemnification);**

- **its infringement of the other party's Intellectual Property Rights;**

- **its payment obligations under the Agreement; or**

- **matters for which liability cannot be excluded or limited under applicable
law.**

**17. Term and Termination.**

17.1 Agreement Term. The Agreement is effective from the Effective Date until it is
terminated in accordance with its terms (the "Term"). Unless otherwise agreed in an
Order Form, at the end of the Order Term, the Services will automatically renew for
an additional Order Term of 12 months, unless either party provides the other party
with notice of non-renewal at least 30 days prior to the end of the then-current
Order Term. Chronicle may update the Price for an Order Term by providing notice at
least 60 days prior to the start of that Order Term. Any updates to the price
pursuant to the preceding sentence will apply to all following Order Terms unless
otherwise updated by Chronicle under the preceding sentence.

17.2 Termination for Convenience. Subject to any financial commitments in an Order
Form or addendum to the Agreement, Customer may terminate the Agreement or an Order
Form for convenience with 30 days' prior written notice to Chronicle.

17.3 Termination for Breach. Either party may terminate the Agreement if the other
party (a) is in material breach of this Agreement and fails to cure that breach
within 30 days after receipt of written notice, (b) ceases its business operations,
or (c) becomes subject to insolvency proceedings and such proceedings are not
dismissed within 90 days.

17.4 Effects of Termination. If the Agreement terminates, then all Order Forms also
terminate. If the Agreement terminates or expires, then all rights and access to the
Services under the Agreement will terminate (including access to Customer Data, if
applicable), unless otherwise described in the Agreement. If an Order Form
terminates or expires, then after that Order Form's termination or expiration
effective date, (a) all rights and access to the Services under that Order Form will
terminate (including access to Customer Data, if applicable), unless otherwise
described in the Agreement, and (b) Chronicle will send Customer a final invoice
(if applicable) for payment obligations under that Order Form. Termination or
expiration of one Order Form will not affect other Order Forms.

17.5 Survival. The following Sections will survive expiration or termination of the
Agreement: Section 4 (Payment Terms), Section 6 (Intellectual Property), Section 10
(Benchmarking), Section 11 (Confidentiality), Section 14 (Disclaimer), Section 15
(Indemnification), Section 16 (Liability), Section 17.4 (Effects of Termination),
Section 18 (Miscellaneous), Section 19 (Definitions).

**18. Miscellaneous.**

18.1 Notices. Chronicle will provide notices under the Agreement to Customer by
sending an email to the Notification Email Address. Customer will provide notices
under the Agreement to Chronicle by sending an email to

legal-notices@google.com. Notice will be treated as received when the email
is sent. Customer is responsible for keeping its Notification Email Address current
throughout the Term.

18.2 Emails. The parties may use emails to satisfy written approval and consent
requirements under the Agreement.

18.3 Assignment. Neither party may assign the Agreement without the written consent
of the other, except to an Affiliate where (a) the assignee has agreed in writing to
be bound by the terms of the Agreement, (b) the assigning party remains liable for
obligations under the Agreement if the assignee defaults on them, (c) the assigning
party has notified the other party of the assignment, and (d) if Customer is the
assigning party, the assignee is established in the same country as Customer. Any
other attempt to assign is void.

18.4 Change of Control. If a party experiences a change of Control other than an
internal restructuring or reorganization, then (a) that party will give written
notice to the other party within 30 days after the change of Control and (b) the
other party may immediately terminate the Agreement any time within 30 days after it
receives that written notice.

18.5 Force Majeure. Neither party will be liable for failure or delay in
performance of its obligations to the extent caused by circumstances beyond its
reasonable control, including acts of God, natural disasters, terrorism, riots, or
war.

18.6 Subcontracting. Chronicle may subcontract obligations under the Agreement but
will remain liable to Customer for any subcontracted obligations.

18.7 No Agency. The Agreement does not create any agency, partnership, or joint
venture between the parties.

18.8 No Waiver. Neither party will be treated as having waived any rights by not
exercising (or delaying the exercise of) any rights under the Agreement.

18.9 Severability. If any part of the Agreement is invalid, illegal, or
unenforceable, the rest of the Agreement will remain in effect.

18.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or
benefits to any third party unless it expressly states that it does.

18.11 Equitable Relief. Nothing in the Agreement will limit either party's ability
to seek equitable relief.

18.12 Governing Law. All claims arising out of or relating to the Agreement or the
Services will be governed by California law, excluding that state's conflict of laws
rules, and will be litigated exclusively in the federal or state courts of Santa
Clara County, California; the parties consent to personal jurisdiction in those
courts.

18.13 Amendments. Except as specifically described otherwise in the Agreement, any
amendment to the Agreement must be in writing, expressly state that it is amending
the Agreement, and be signed by both parties.

18.14 Independent Development. Nothing in the Agreement will be construed to limit
or restrict either party from independently developing, providing, or acquiring any
materials, services, products, programs, or technology that are similar to the
subject of the Agreement, provided that the party does not breach its obligations
under the Agreement in doing so.

18.15 Entire Agreement. The Agreement states all terms agreed between the parties,
and supersedes any prior or contemporaneous agreements between the parties relating
to the subject matter of the Agreement. In entering into the Agreement, neither
party has relied on, and neither party will have any right or remedy based on, any
statement, representation, or warranty (whether made negligently or innocently),
except those expressly described in the Agreement. The Agreement includes Order
Forms and URL links to other terms (including the URL Terms), which are incorporated
by reference into the Agreement.

18.16 Conflicting Terms. If there is a conflict among the documents that make up
the Agreement, then the documents will control in the following order: this
Agreement, the URL Terms, and the applicable Order Form.

18.17 Conflicting Languages. If the Agreement is translated into any other
language, and there is a discrepancy between the English text and the translated
text, the English text will control.

18.18 Counterparts. The parties may execute the Agreement in counterparts,
including facsimile, PDF, and other electronic copies, which taken together will
constitute one instrument.

18.19 Electronic Signatures. The parties consent to electronic signatures.

18.20 Headers. Headings and captions used in the Agreement are for reference
purposes only and will not have any effect on the interpretation of the Agreement.

**19. Definitions. **

"Account" means the account that Chronicle assigns to Customer to access the
Services.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled
by, or is under common Control with a party.

"AUP" means the then-current acceptable use policy for the Services described at

https://chronicle.security/legal/acceptable-use-policy.

"BAA" or "Business Associate Agreement" is an amendment to the Agreement covering
the handling of Protected Health Information (as defined in HIPAA).

"Brand Features" means each party's trade names, trademarks, logos, domain names,
and other distinctive brand features.

"Chronicle API" means any application programming interface provided by Chronicle
as part of the Services.

"Chronicle Indemnified Materials" means Chronicle's technology used to provide the
Services and Chronicle's Brand Features.

"Chronicle Locations Page" means the then current location documentation for the
Services available at

http://backstory.chronicle.security/static/Chronicle_Locations.html.

"Chronicle Technical Support Services" or "Chronicle TSS" means the then-current
technical support service provided by Chronicle to Customer under the Chronicle
Technical Support Services Guidelines.

"Chronicle Technical Support Services Guidelines" means the then-current Chronicle
support service guidelines described at

https://chronicle.security/legal/technical-support-services-guidelines.

"Confidential Information" means information that one party or its Affiliate
("Disclosing Party") discloses to the other party ("Recipient") under the Agreement,
and that is marked as confidential or would normally be considered confidential
information under the circumstances. Customer Data is Customer's Confidential
Information. Confidential Information does not include information that is
independently developed by the Recipient, is shared with the Recipient by a third
party without confidentiality obligations, or is or becomes public through no fault
of the Recipient.

"Control" means control of greater than 50% of the voting rights or equity
interests of a party.

"Covered Personnel" means an employee or contractor of Customer or a Customer
Affiliate.

"Customer Data" means data provided by Customer or End Users to the Services.

"Customer Indemnified Materials" means Customer Data and Customer Brand Features.

"Data Period" means the length of time specified in the Order Form, and calculated
on a monthly rolling, lookback basis from the current date using the event
date/timestamp of the Customer Data as read by the Services.

"Data Policy" means the then-current data policy for the Services available at

https://chronicle.security/legal/data-policy.

"Data Processing and Security Terms" means the then-current terms describing data
processing and security obligations with respect to Customer Data, as described at

https://chronicle.security/legal/data-processing-security-terms.

"Delegates" means the Recipient's employees, Affiliates, agents, or professional
advisors.

"End User" or "Customer End User" means an individual that Customer permits to use
the Services. For clarity, End Users may include employees of Customer Affiliates
and other third parties.

"Export Control Laws" means all applicable export and re-export control laws and
regulations, including (a) the Export Administration Regulations ("EAR") maintained
by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by
the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the
International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department
of State.

"Fees" means the product of the amount of Services used or ordered by Customer
multiplied by the Prices, plus any applicable Taxes.

"High Risk Activities" means activities where the use or failure of the Services
would reasonably be expected to result in death, serious personal injury, or severe
environmental or property damage (such as the creation or operation of weaponry).

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it
may be amended from time to time, and any regulations issued under it.

"including" means including but not limited to.

"Indemnified Liabilities" means any (a) settlement amounts approved by the
indemnifying party, and (b) damages and costs finally awarded against the
indemnified party and its Affiliates by a court of competent jurisdiction.

"Intellectual Property" or "IP" means anything protectable by an Intellectual
Property Right.

"Intellectual Property Right(s)" means all patent rights, copyrights, trademark
rights, rights in trade secrets (if any), design rights, database rights, domain
name rights, moral rights, and any other intellectual property rights (registered or
unregistered) throughout the world.

"Legal Process" means an information disclosure request made under law,
governmental regulation, court order, subpoena, warrant, or other valid legal
authority, legal procedure, or similar process.

"Liability" means any liability, whether under contract, tort (including
negligence), or otherwise, regardless of whether foreseeable or contemplated by the
parties.

"Notification Email Address" means any of the following: the email address
designated by Customer in the Order Form; the email address provided by Customer to
Reseller, if applicable; the email address provided by Customer when accepting this
Agreement; or the email address for Customer's primary contact.

"Order Form" means a quote issued by Chronicle to Customer specifying the Services
Chronicle will provide to Customer under this Agreement. If Customer orders the
Services from Reseller, the Order Form means the document(s) exchanged between the
Reseller and Chronicle specifying the Services Chronicle will provide to Customer
under this Agreement.

"Order Term" means the period of time starting on the Services Start Date for the
Services and continuing for the period indicated on the Order Form unless terminated
in accordance with the Agreement.

"Payment Due Date" means 30 days from the invoice date.

"Prices" means the prices for the Services described in an Order Form or amendment
to this Agreement.

"Region/Multi-Region" means a region or multi-region as described and identified at
the Chronicle Locations Page.

"Reseller" means, if applicable, the authorized non-Affiliate third party reseller
that sells the Services to Customer.

"Services" means the Chronicle security telemetry platform.

"Shared Signals" means the specific element of Customer Data that Chronicle relates
to a Threat in providing the Services to Customer. Section 3 (Data Privacy and
Security) does not apply to Shared Signals and Shared Signals are neither party's
Confidential Information.

"SLA" means the then-current service level agreements described at

https://chronicle.security/legal/service-level-agreement.

"Services Start Date" means either the start date described in the Order Form or,
if none is specified in the Order Form, the date Chronicle makes the Services
available to Customer.

"Suspend" or "Suspension" means disabling access to or use of the Services or
components of the Services.

"Taxes" means all government-imposed taxes, except for taxes based on Chronicle's
net income, net worth, asset value, property value, or employment.

"Threat" means a known or suspected cybersecurity attack, vulnerability, or other
threat that Chronicle has identified or is aware of, including that threat's
relationship to Customer Data. Threat is Chronicle's Confidential Information.

"Third-Party Legal Proceeding" means any formal legal proceeding filed by an
unaffiliated third party before a court or government tribunal (including any
appellate proceeding).

"Trademark Guidelines" means Chronicle's Brand Terms and Conditions described at
https://www.google.com/permissions/trademark/brand-terms.html where references to
"Google" are deemed to be references to Chronicle) and the Guidelines for Third
Party Use of Chronicle Brand Features described at

https://chronicle.security/legal/use-of-brand-guidelines.

"URL" means a uniform resource locator address to a site on the internet.

"URL Terms" means the AUP, Data Policy, Data Processing and Security Terms,
Chronicle Technical Support Services Guidelines. and SLA.

"Use Restrictions" means the restrictions in Section 2.3 (Use Restrictions).

[[["Easy to understand","easyToUnderstand","thumb-up"],["Solved my problem","solvedMyProblem","thumb-up"],["Other","otherUp","thumb-up"]],[["Hard to understand","hardToUnderstand","thumb-down"],["Incorrect information or sample code","incorrectInformationOrSampleCode","thumb-down"],["Missing the information/samples I need","missingTheInformationSamplesINeed","thumb-down"],["Other","otherDown","thumb-down"]],[],[],[]]