September 20, 2021

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# Chronicle Services Agreement

Last modified: September 20, 2021

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"), and
governs Customer's access to and use of the Services. "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 America 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 or otherwise agree to the Agreement.

**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, including any keys for Chronicle APIs, and (b) any use of the
Account.

1.3 Ceasing Services Use. Customer may stop using the Services at any time.

**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. 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 Invoicing and Payment. Chronicle will invoice Customer for the Fees.
Chronicle's measurement tools will be used to determine Customer's usage of the
Services. Each invoice will include data in sufficient detail to allow Customer to
validate the Services purchased and associated 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. Unless otherwise provided in the Agreement or required by
law, Fees for Services are nonrefundable.

4.2 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.

4.3 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.

4.4 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 if
Customer's payment is overdue for more than 14 days after the Payment Due Date.
Chronicle will notify Customer at least 7 days before such Suspension.

- 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.

4.5 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.

4.6 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.

**5. Resold Customers. **This Section 5 (Resold Customers) applies only
if Customer orders the Services from a Reseller under a Reseller Agreement (such
Services, "Resold Services").

5.1 Orders. For the purposes of Resold Services: (a) fees will be set
between Customer and Reseller, and Customer will pay Reseller Fees directly to
Reseller under the Reseller Agreement; (b) Section 4 (Payment Terms) of this
Agreement, and Sections 2.2(a)(i)(B) (Overages) and 2.2(a)(i)(C) (Compliance) of the
Chronicle Service Specific Terms will not apply; and (c) Chronicle may share
Customer Confidential Information with Reseller as a Delegate subject to Section
11.1 (Use and Disclosure of Confidential Information).

5.2 Liability Cap. For the purposes of Section 16.1(b), where the event
giving rise to Liability arises in connection with the Resold Services, "Fees" as it
is used in that Section means "Reseller Fees".

5.3 Reseller as Administrator. At Customer's discretion, Reseller may access
Customer's Account. As between Chronicle and Customer, Customer is solely
responsible for (a) any access by Reseller to Customer's Account and (b) defining in
the Reseller Agreement any rights or obligations as between Reseller and Customer
with respect to the Resold 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 and
its Affiliates retain 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 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 reduction of the 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 the Data Limitation provisions in the Chronicle Service Specific Terms
(as applicable), and it is not cured following notice from Chronicle.

8.2 Limitations on Services Suspensions. If Chronicle Suspends Services
under Section 8.1 (Services Suspension), 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 Support Services Guidelines.

**10. Software.**

10.1 Provision of Software. Chronicle may make Software available to
Customer, including third-party software. Customer's use of any Software is subject
to the applicable provisions in the Chronicle Service Specific Terms.

10.2 Ceasing Software Use. If the Agreement or the Order Form terminates or
expires, then Customer will stop using the Software.

**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 11 (Confidentiality); (b) with the Disclosing Party's written
consent; or (c) subject to Section 11.2 (Legal Process), as strictly necessary to
comply with Legal Process.

11.2 Legal Process. If the Recipient receives Legal Process for the
Disclosing Party's Confidential Information, the Recipient will: (a) promptly notify
the Disclosing Party prior to such disclosure unless the Recipient is legally
prohibited from doing so; (b) attempt to redirect the third party to request it from
the Disclosing Party directly; (c) comply with the Disclosing Party's reasonable
requests to oppose disclosure of its Confidential Information; and (d) use
commercially reasonable efforts to object to, or limit or modify, any Legal Process
that the Recipient reasonably determines is overbroad, disproportionate,
incompatible with applicable law, or otherwise unlawful. To facilitate the request
in (b), the Recipient may provide the Disclosing Party's basic contact information
to the third party.

**12. Marketing and Publicity.** Customer may state publicly that it is a
Chronicle customer and display Chronicle Brand Features in accordance with the
Trademark Guidelines. Chronicle may use Customer's name and Brand Features in online
or offline promotional materials of the Services. Each party may use the other
party's Brand Features only as permitted in the Agreement. 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 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 and its Affiliates (a) do 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) make no representation about content or information accessible through the
Services.**

**15. Indemnification.**

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

15.2 Customer Indemnification Obligations. Customer will defend Chronicle
and its Affiliates providing the Services 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 or Suspension 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 for the Services
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").

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.

- Termination of an Order Form. Either party may terminate an Order Form if
the other party is in material breach of this Agreement and fails to cure that
breach within 30 days after receipt of written notice.

- Termination of the Agreement. Either party may terminate the Agreement if
the other party (i) is in material breach of the Agreement and fails to cure that
breach within 30 days after receipt of written notice, (ii) ceases its business
operations, or (iii) 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 11 (Confidentiality), Section 14 (Disclaimer), Section 15 (Indemnification),
Section 16 (Liability), Section 17 (Term and Termination), Section 18
(Miscellaneous), Section 19 (Definitions).

**18. Miscellaneous.**

18.1 Notices. Under the Agreement, notices to Customer must be sent to the
Notification Email Address and notices to Chronicle must be sent 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 has
notified the other party of the assignment, and (c) 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.

- For U.S. City, County, and State Government Entities. If Customer is a
U.S. city, county, or state government entity, then the Agreement will be silent
regarding governing law and venue.

- For U.S. Federal Government Entities. If Customer is a U.S. federal
government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE
UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE
EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA
(EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF
APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND
THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

- For All Other Entities. If Customer is any entity not stated in Section
18.12(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING
TO THIS 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, USA; 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 URL Terms 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 (of
decreasing precedence): the applicable Order Form the Data Processing and Security
Terms, this Agreement, and the other URL Terms.

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 the Services and Chronicle's Brand
Features.

"Chronicle Service Specific Terms" means the then-current terms specific to
the Services and Software described at

https://chronicle.security/legal/service-terms.

"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 Affiliate" means an Affiliate using the Services under Customer's
Account.

"Customer Data" means data provided to Chronicle by Customer or End Users
through the Services under the Account, and data that Customer or End Users derive
from that data through their use of the Services.

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

"Data Period" means the length of time that Customer Data will be available
in the Services, as specified in an Order Form. The Data Period is 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. If not specified in an Order Form, the
Data Period is 12 months.

"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.

"Distributor" means, if applicable, the authorized non-Affiliate third party
distributor that purchases the Services from Chronicle for sale to Customer by a
Reseller.

"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 authorized 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 or Software 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 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 an order form executed by Customer and Chronicle, or a
quote issued by Chronicle to Customer, specifying the Services that Chronicle will
provide to Customer under this Agreement. If Customer orders Resold Services, the
Order Form means the document(s) exchanged between a Reseller or Distributor, as
applicable, 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 or Software described in an Order
Form or amendment to this Agreement.

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

"Reseller Agreement" means, if applicable, the separate agreement between
Customer and Reseller regarding the Services. The Reseller Agreement is independent
of and outside the scope of this Agreement.

"Reseller Fees" means the fees (if any) for Services used or ordered by
Customer as agreed in a Reseller Agreement, plus any applicable Taxes.

"Services" means the then-current services described in Section 1 (Services
Summary) of the Chronicle Service Specific Terms, excluding any Third-Party
Offerings.

"Services Start Date" means either the start date described in the Order
Form or, in the absence of any such date, the date Chronicle makes the Services
available to Customer.

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

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

"Software" means any downloadable tools, software development kits, or other
such computer software provided by Chronicle for use in connection with the
Services, and any updates Chronicle may make to such Software from time to time,
excluding any Third-Party Offerings.

"Suspend" or "Suspension" means disabling or limiting 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.

"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).

"Third-Party Offerings" means third-party services, software, products, and
other offerings that are not incorporated into the Services or Software.

"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, Chronicle Service Specific Terms, Data Processing
and Security Terms, Chronicle Technical Support Services Guidelines, and SLA.

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

**20. Regional Terms.** Customer agrees to the following modifications to
the Agreement if Customer orders Services from the applicable region as described
below:

If Customer's billing address is in the Asia Pacific Region

A new Section 17.6 is added:

17.6 Termination Waiver. The parties agree that for the
effectiveness of the termination clauses under the Agreement, to waive any
provisions, procedures and operation of any applicable law to the extent
that a court order is required for termination of the Agreement.

If Customer's billing address is in the Asia Pacific Region (excluding
India)

Section 4.2 (Taxes) is replaced as follows:

4.2 Taxes. Chronicle will itemize any invoiced Taxes. If Taxes must
be withheld from any payment to Chronicle, then Customer will increase the
payment to Chronicle so that the net amount received by Chronicle is equal
to the amount invoiced, without reduction for Taxes.

The definition of "Taxes" under Section 19 (Definitions) is replaced as
follows:

"Taxes" means all government-imposed taxes, as per the applicable
law associated with the rendering and performance of the Services, including
but not limited to any duties, customs duties, and any direct or indirect
taxes, including any related penalties or interest, except for taxes based
on Chronicle profit.

If Customer's billing address is in the Asia Pacific Region or the Latin
America Region (excluding Brazil)

Section 18.12 is replaced as follows:

18.12 Governing Law; Arbitration.

- ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED
CHRONICLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE
INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("DISPUTE") WILL BE
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING
CALIFORNIA'S CONFLICTS OF LAWS RULES.

- The parties will try in good faith to settle any Dispute within 30 days
after the Dispute arises. If the Dispute is not resolved within 30 days,
it must be resolved by arbitration by the American Arbitration
Association's International Centre for Dispute Resolution in accordance
with its Expedited Commercial Rules in force as of the date of this
Agreement ("Rules").

- The parties will mutually select one arbitrator. The arbitration will
be conducted in English in Santa Clara County, California, USA.

- Either party may apply to any competent court for injunctive relief
necessary to protect its rights pending resolution of the arbitration. The
arbitrator may order equitable or injunctive relief consistent with the
remedies and limitations in the Agreement.

- Subject to the confidentiality requirements in Subsection (g),
either party may petition any competent court to issue any order necessary
to protect that party's rights or property; this petition will not be
considered a violation or waiver of this governing law and arbitration
section and will not affect the arbitrator's powers, including the power
to review the judicial decision. The parties stipulate that the courts of
Santa Clara County, California, USA, are competent to grant any order
under this Subsection 18.12 (e).

- The arbitral award will be final and binding on the parties and its
execution may be presented in any competent court, including any court
with jurisdiction over either party or any of its property.

- Any arbitration proceeding conducted in accordance with this Section
18.12 (Governing Law; Arbitration) will be considered Confidential
Information under Section 11 (Confidentiality), including: (i) the
existence of, (ii) any information disclosed during, and (iii) any oral
communications or documents related to the arbitration proceedings. In
addition to the disclosure rights under Section 11 (Confidentiality), the
parties may disclose the information described in this Subsection 18.12
(g) to a competent court as may be necessary to file any order under
Subsection 18.12 (e) or execute any arbitral decision, but the parties
must request that those judicial proceedings be conducted in camera (in
private).

- The parties will pay the arbitrator's fees, the arbitrator's appointed
experts' fees and expenses, and the arbitration center's administrative
expenses in accordance with the Rules. In its final decision, the
arbitrator will determine the non-prevailing party's obligation to
reimburse the amount paid in advance by the prevailing party for these
fees.

- Each party will bear its own lawyers' and experts' fees and expenses,
regardless of the arbitrator's final decision regarding the Dispute.

If Customer's billing address is in Europe, the Middle East or Africa

Section 4.2 (Taxes) is replaced as follows:

4.2 Taxes. Chronicle will itemize any invoiced Taxes. Customer will
pay invoiced amounts without any deduction or withholding.

The definition of "Taxes" under Section 19 (Definitions) is replaced as
follows:

"Taxes" means any duties, customs fees, or taxes (other than taxes
on Chronicle's net income), including indirect taxes such as goods and
services tax and value-added tax, associated with the purchase of the
Services, and any related penalties or interest

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