Master Partner Agreement – June 17, 2019

Terms

Master Partner Agreement

Last Updated Date:
June 17, 2019

1. APPOINTMENT AND AUTHORITY OF PARTNER


  1. 1.1 Appointment; Rights Granted. As of the date of signature by the parties or other acceptance (the “Effective Date”) and subject to the Agreement, Arctic Wolf authorizes and appoints Partner the reseller rights set forth below and in the applicable terms and conditions in the attached exhibit(s) and applicable partner program guide (the “Program Guide”) which may be provided by Arctic Wolf from time to time or otherwise made available to Partner. Partner may not appoint other partners, resellers, or distributors, nor offer or sell any rights to use Arctic Wolf Solutions other than as explicitly authorized in this Agreement. This Master Partner Agreement may be updated from time to time upon prior written notice of not less than thirty (30) days giving Partner the option to either accept such updated terms, or to reject them thereby terminating the Agreement. Arctic Wolf reserves the right to change or modify any Arctic Wolf Solution at any time.
  2. 1.2 Scope. Arctic Wolf grants Partner the non-exclusive, non-transferable license to purchase the specific products and services from Arctic Wolf as specified in an Order Form and referencing and incorporating this Partner Agreement (“Solutions”) and to distribute such Solutions to customers (“Customer(s)”) this Partner Agreement. A Solution may consist of hardware equipment (“Equipment”), a cloud service offering (“Service”) and/or software (“Software”) as specified on the Order Form. Each Solution is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Each license to a Customer is subject to the Customer’s agreement to Arctic Wolf’s Master Solution Agreement. Arctic Wolf at its sole discretion, reserves the right, upon at least thirty (30) days prior written notice to Partner, to discontinue the manufacture, sale or provision of any Arctic Wolf Solution at any time, however, Arctic Wolf will continue to service any existing subscription to Arctic Wolf Solutions. Except for one-time onboarding related to certain Arctic Wolf Solutions as contemplated in Section 3 of the Arctic Wolf Networks Master Solutions Agreement, all other Arctic Wolf Solutions are made available by license, not sold, notwithstanding the use of the terms “sell” or “resell” in this Agreement. “Documentation” means user manuals, training materials, product descriptions and specifications and other printed information relating to the Arctic Wolf Solution, as in effect and generally available from Arctic Wolf on the Arctic Wolf Website, Arctic Wolf Partner Portal, and Arctic Wolf Customer portal, expressly excluding marketing and sales collateral and materials. Some Software, including all third-party software and any open source software made available with or as part of the Arctic Wolf Solutions, are governed by separate license terms which will be provided by Arctic Wolf upon request.
  3. 1.3 Partner Services. Partner may provide certain support and professional services related to the Arctic Wolf Products (“Partner Services”) providing Partner is in continued compliance with applicable Terms and Program Guides for the provision of Partner Services. If Partner ceases to be in compliance with the applicable Terms and Program Guides, Arctic Wolf may notify Partner that it is prohibited from providing Partner Services and, upon receipt of such notice, Partner will immediately cease providing Partner Services.


2. ORDERS, FEES AND PAYMENT, AUDIT


  1. 2.1 Orders. Partner will initiate purchases in accordance with the applicable Terms and/or Program Guides.
  2. 2.2 Fees and Payment. Partner will pay Arctic Wolf in accordance with the applicable Terms and/or Program Guides.
  3. 2.3 Audit and Records. During the Term and for a minimum of two (2) years thereafter, Partner will maintain complete and accurate books, records and accounts relating to the distribution or resale of Arctic Wolf Solutions. Partner will permit Arctic Wolf, or an independent third-party auditor selected by Arctic Wolf, to inspect Partner’s premises, books, records, products and/or accounts upon Arctic Wolf’s reasonable request and in a manner that will not unreasonably interfere with normal business operations to confirm compliance with this Agreement. The results of an audit are Confidential Information of Partner and may be disclosed to Arctic Wolf’s suppliers or licensors and as otherwise permitted by this Agreement.


3. WARRANTIES


With respect to the Arctic Wolf Solutions, Arctic Wolf makes only those warranties directly to end users as set forth in its end user limited warranty terms and no warranty is extended to Partner or any third party, unless otherwise specified in attached Terms to this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, ARCTIC WOLF, ITS SUPPLIERS AND LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE ARCTIC WOLF SOFTWARE (INCLUDING THIRD PARTY SOFTWARE), EQUIPMENT (HARDWARE), DOCUMENTATION, ARCTIC WOLF SERVICES AND ANY OTHER SERVICES FURNISHED AND/OR CONTEMPLATED HEREUNDER, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, REPRESENTATION STATEMENTS, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PARTNER ACKNOWLEDGES AND AGREES THAT ARCTIC WOLF, ITS SUPPLIERS AND LICENSORS, DO NOT WARRANT THAT THE ARCTIC WOLF SOFTWARE (INCLUDING THIRD PARTY SOFTWARE), EQUIPMENT, DOCUMENTATION, ARCTIC WOLF SERVICES AND ANY OTHER SERVICES FURNISHED HEREUNDER WILL MEET PARTNER OR ITS END USERS’ REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. ARCTIC WOLF, ITS SUPPLIERS AND LICENSORS, DO NOT MAKE ANY WARRANTY AS TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE ARCTIC WOLF SOFTWARE (INCLUDING THIRD-PARTY SOFTWARE), EQUIPMENT, DOCUMENTATION, ARCTIC WOLF SERVICES AND ANY OTHER SERVICES FURNISHED HEREUNDER. Partner is fully responsible for the satisfaction of its end users and will be responsible for all claims, damages, settlements, expenses and attorneys’ fees incurred by Arctic Wolf with respect to Partner’s end users or their claims beyond Arctic Wolf’s express limited warranty obligations to the end user.

4. ADDITIONAL OBLIGATIONS OF PARTNER


  1. 4.1 Data Protection. If Partner provides Arctic Wolf with personal information concerning its customers, customer’s customers, prospects or employees, Arctic Wolf will only use the information in connection with the purposes outlined in this Agreement, or as otherwise indicated at the time Arctic Wolf receives such information (the “Intended Purposes”). Partner will not deliver, disclose or otherwise make such personal information available to Arctic Wolf, except as required for the Intended Purposes and unless Partner has consented and has obtained all necessary consents required to do so. The information may be maintained by Arctic Wolf in data centers in the United States, Canada, or in other parts of the world and the information may be accessed by Arctic Wolf’s global personnel and authorized third parties as required for its business purposes. Partner agrees to comply with all applicable laws, including but not limited to privacy and data protection laws, provide all relevant notices, and gives consent and will obtain any other necessary consent required to share the information with Arctic Wolf and its authorized third parties for the Intended Purposes. Partner agrees that the terms set forth herein are subject to and hereby incorporate by reference, the terms contained in Arctic Wolf’s Privacy Policy available at /privacy-policy/, as updated from time to time.
  2. 4.2 Covenants. Partner acknowledges and agrees: (i) to abide by the terms and conditions of, to perform its obligations pursuant to and to meet the requirements set forth in, this Agreement; (ii) that it has the corporate authority to enter into and perform under this Agreement, without violation of any of its obligations to third parties; (iii) to represent the Arctic Wolf Solutions accurately and fairly, to avoid any misleading or unethical business practices, and to at all times comply with Arctic Wolf’s Code of Conduct and all applicable laws and regulations, including, without limitation, all privacy, export laws and regulations and the U.S. Foreign Corrupt Practices Act (the “FCPA”) as provided in Section 4.3, below; and (iv) to obtain any necessary license or other authorization to export, reexport, or transfer the Arctic Wolf Products.
  3. 4.3 Anti-corruption; Export Controls; Economic Sanctions. In no event shall Arctic Wolf be obligated to take any action (including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or foreign laws or regulations, including, without limitation, U.S. export controls, economic sanctions, or the FCPA. Partner will not (i) attempt to, directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or (ii) take any action or permit or authorize any action that would violate or cause Arctic Wolf to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Partner will not, for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to or for the use or benefit of any of the following: (a) any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any government, state-owned business or public organization); (b) any political party, official thereof, or candidate for political office; or (c) any other person if Partner or any partner, officer, director, employee, agent, representative or shareholder of Partner knows or has reason to suspect or know that any part of such money or thing of value will be offered, given or promised, directly or indirectly, to any of the above-identified persons or organizations. Partner acknowledges and agrees that none of Partner’s officers, directors, employees, agents or representatives is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and Partner agrees to immediately notify Arctic Wolf should the foregoing change during the term of this Agreement. Partner agrees not to export, re-export, provide, or transfer Arctic Wolf products or Confidential Information to any country, location, person, or entity prohibited under U.S. export controls or economic sanctions regulations, including to any U.S. embargoed country or region (currently, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of Ukraine) or governments or governmental instrumentalities of these countries, wherever located; to any person or entity identified on the Bureau of Industry and Security’s Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control’s Specially Designated Nationals List or List of Consolidated Sanctions; to any end user with knowledge or reason to know that the Arctic Wolf Products will be used for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes; or to any person with knowledge or reason to know that they will export, re-export, provide, or transfer the Arctic Wolf Products or any Confidential Information other than in compliance with the foregoing restrictions as updated from time to time. Partner represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with, requires registration or approval or tax withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any country or other governmental entity, and Partner will not make any claim to the contrary (Arctic Wolf is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence). Upon Arctic Wolf’s request, Partner will require that any of its subcontractors, consultants, agents or representatives agree in writing to comply with substantially similar representations as contained in this section.


5. TERM AND TERMINATION


  1. 5.1 Term and Termination. This Agreement will continue in force for an initial term of one (1) year from the Effective Date and automatically renews thereafter in one (1) year increments unless terminated earlier as permitted herein (the “Term”). If this Agreement terminates, then the terms shall continue as it relates to any current Order Form. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement by giving thirty (30) days’ prior written notice to the other party; provided, however, that this Agreement will not terminate if the other party has cured the breach prior to the expiration of such thirty (30) day period. In addition, either party may terminate this Agreement at any time for its convenience upon thirty (30) days’ prior written notice unless Partner has active subscriptions sold under a Managed Service Provider basis, then in such case, termination for convenience shall be unavailable to all parties.
  2. 5.2 Effect of Termination. Upon termination of this Agreement: (a) Partner shall discontinue all further promotion, marketing and support of the Arctic Wolf Solutions, and shall cease all display, advertising and use of all the Marks (as defined below) and will not thereafter use, advertise or display any such Marks; (b) Partner shall promptly return all Arctic Wolf’s advertising matter and other printed materials or Documentation in its possession or under its control, and all Confidential Information of Arctic Wolf’s (however stored), except that Partner may destroy any copies of the Confidential Information maintained on a hard drive or other electronic form; (c) the due date of all outstanding invoices for the Arctic Wolf Solutions shall automatically be accelerated and become immediately due and payable; (d) all orders not previously accepted by Arctic Wolf as of the effective date of termination may be cancelled by Arctic Wolf, at its option; and (e) upon Arctic Wolf’s written request, Partner shall provide transition services to Arctic Wolf as further specified in the applicable Program Guide. Arctic Wolf shall have no liability to Partner for termination or cancellation of this Agreement by Arctic Wolf, including without limitation, liability for damages on account of loss of income or for expenditures, loss of goodwill or business opportunity. In addition, the provisions which, by their nature, should survive will survive the termination of this Agreement for any reason. Any rights or licenses previously granted to end users in accordance with the terms hereof shall not be affected by termination of this Agreement.


6. INTELLECTUAL PROPERTY RIGHTS


  1. 6.1 Intellectual Property Rights. Arctic Wolf, its suppliers and licensors own and retain all intellectual property rights relating to the Arctic Wolf Solutions and Documentation, including all Feedback, improvements, modifications, translations and derivative works thereof (“Arctic Wolf Technology”). To the extent Partner obtains any right, title or interest in or to any Arctic Wolf Technology, Partner hereby assigns to Arctic Wolf all right, title and interest in and to such Arctic Wolf Technology and agrees to duly and timely execute all required documents evidencing Arctic Wolf’s interest in and to the Arctic Wolf Solutions and Documentation upon Arctic Wolf’s request. Feedback includes suggestions, comments or other feedback (“Feedback”) with respect to Arctic Wolf Solutions provided to Arctic Wolf by Partner. Partner expressly acknowledges and agrees that the Software (including third-party software) and details related to the delivery of any Arctic Wolf Solutions are Arctic Wolf Confidential Information. This Agreement does not grant Partner any rights not expressly granted herein.
  2. 6.2 Restrictions. Partner will not, and will not permit any third party to: (a) copy, modify or encumber Arctic Wolf Solutions or Documentation, (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Arctic Wolf Solutions (except where the foregoing is expressly permitted by applicable local law, and then only to the extent so permitted) or create any derivative works including, without limitation, customization, translation or localization, (c) sell, license, sublicense, rent, lease, lend, transfer or otherwise provide access to the Arctic Wolf Solutions or use the Arctic Wolf Solutions for timesharing or service bureau purposes, or otherwise use the Arctic Wolf Solutions on behalf of any third party (including as part of a managed service offering in which case Partner must have an executed Managed Service Provider attachment to this Agreement) except as expressly authorized in this Agreement, (d) remove or obscure any proprietary notices on the Arctic Wolf Solutions or Documentation, (e) publish or disclose to any third party any technical features, performance or benchmark tests, or comparative or competitive analyses relating to the Arctic Wolf Solutions except as expressly authorized in this Agreement or with prior permission by Arctic Wolf, (f) use the Arctic Wolf Solutions for performing comparisons or other “benchmarking” activities, either alone or in connection with any hardware or software or (g) use the Arctic Wolf Solutions or Documentation for any purpose and in any manner not expressly and unambiguously authorized herein (including, without limitation, for any purpose competitive with Arctic Wolf). All rights in Arctic Wolf Solutions are reserved to Arctic Wolf, its suppliers and licensors, except as expressly stated in this Agreement.
  3. 6.3 Marks. Arctic Wolf hereby grants to Partner the non-exclusive, non-transferable, revocable license to use and display the Arctic Wolf trademarks made available to Partner by Arctic Wolf from time to time (“Marks”) solely in connection with and solely to the extent reasonably necessary for the marketing, promotion, and distribution of the Arctic Wolf Solutions to prospective customers and end users within the Territory in accordance with the terms and conditions of this Agreement and any posted guidelines. Partner shall not remove or alter the Marks or other proprietary notices incorporated in, marked on or affixed to Arctic Wolf Solutions, Documentation, marketing materials or other materials provided by Arctic Wolf. Partner shall market, promote, and distribute Arctic Wolf Solutions only under the Marks, and not under any other trademark or logo including a combination with any other trademarks or brand names. Partner shall not use the Marks or any other trademarks or trade names of Arctic Wolf or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Partner. Partner shall not use or authorize any person to use any of the Marks as a trade name or domain name. Partner shall not seek to register in any country any of the Marks or domain names including any Marks (or any confusingly similar marks or translations or transliterations of the Marks) in either Partner’s or any third party’s name and agrees to transfer any such registrations or domain names to Arctic Wolf on Arctic Wolf’s request. Partner’s use of the Marks shall be pursuant to Arctic Wolf’s branding policies as Arctic Wolf may communicate to Partner from time to time, and Partner shall promptly modify its use of the Marks to conform to such policies. If Partner’s use does not conform to the guidelines, then Arctic Wolf may request, and Partner shall cease any further use. Partner consents to Arctic Wolf using its name and logo to identify Partner as a partner of Arctic Wolf. Any use shall be subject to Arctic Wolf complying with any guidelines that Partner may deliver to Arctic Wolf from time to time regarding the use of its name and logo.


7. CONFIDENTIALITY


  1. 7.1 Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party will disclose the other party’s Confidential Information to any person or entity other than its officers, directors, employees, agents and subcontractors who have a need to know and are bound by confidentiality terms no less restrictive than those in this Agreement. For purposes of this Agreement, “Confidential Information” means any and all information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, but not limited to, the terms and conditions of this Agreement, and any information that relates to business plans, services, marketing or finances, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Disclosing Party and all derivatives thereof.
  2. 7.2 Exceptions. The restrictions stated in Section 7.1 do not apply to any Confidential Information that the Receiving Party can demonstrate: (a) was known to it prior to its disclosure by the Disclosing Party without any obligation of confidentiality; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) has been rightfully received, without any obligation of confidentiality, from a third party that to the best of the Receiving Party’s knowledge is authorized to make such disclosure without restriction; (d) is independently developed by the Receiving Party; or (e) has been approved for release by the Disclosing Party’s prior written authorization, but only to the extent of such authorization. The Receiving Party may disclose Confidential Information as required by court order or as otherwise required by law, provided that the Receiving Party provides prompt advance written notice thereof, to the extent not prohibited, and assists the Disclosing Party, at the Receiving Party’s expense, to seek a protective order or otherwise prevent or restrict such disclosure.
  3. 7.3 Injunctive Relief. The parties agree that a breach of the confidentiality or license provisions of this Agreement will cause irreparable damage which money cannot satisfactorily remedy. In addition to any other remedies available at law or hereunder, the parties agree Arctic Wolf is entitled to seek injunctive relief for any threatened or actual breach of this Agreement by Partner in addition to all other legal remedies without the need to post bond.


8. INDEMNIFICATION


  1. 8.1 By Arctic Wolf. Arctic Wolf agrees to defend or settle, at Arctic Wolf’s option, a third-party claim or cause of action against the Partner alleging that the Arctic Wolf Solutions infringe or misappropriate a U.S. patent or copyright of such third party (“Claim”) and to pay damages finally awarded against the Partner or to pay settlement amounts directly resulting from such Claim, provided that Partner (a) promptly gives written notice of the Claim to Arctic Wolf; (b) gives Arctic Wolf sole control of the defense and settlement of the Claim (provided that Arctic Wolf may not settle any claim or cause of action unless it unconditionally releases Partner of all liability other than the payment of amounts to be covered by Arctic Wolf hereunder); and (c) provides to Arctic Wolf all reasonable assistance at Arctic Wolf’s request and expense. In the event of an actual or threatened Claim, Arctic Wolf may, at its sole option: (i) procure for Partner the right to continue selling Arctic Wolf Solutions under the terms of this Agreement; (ii) replace or modify the Arctic Wolf Solutions to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate Partner’s rights to resell Arctic Wolf Solutions, and terminate all then-existing licenses to Arctic Wolf Solutions resold by Partner and refund any pre-paid unused fees. Notwithstanding the foregoing, Arctic Wolf will have no obligation under this section or otherwise with respect to any Claim based upon (A) any unauthorized use of Arctic Solutions or any breach of this Agreement by Partner, (B) any combination of Arctic Wolf Solutions with other non-Arctic Wolf Solutions, equipment, software, uses or data, to the extent such Claim would not have arisen absent such combination and to the extent such combination is not reasonably anticipated, (C) any modification of Arctic Wolf Solutions by any person other than Arctic Wolf, (D) any activity after Arctic Wolf has provided Partner with a work around or modification that would have avoided such issue without adversely affecting the functionality of Arctic Wolf Solutions or (E) continued use of Arctic Wolf Solutions after notification from Arctic Wolf. The provisions of this section set forth Arctic Wolf’s sole and exclusive obligations, and Partner’s sole and exclusive remedies, with respect to any claims of infringement or misappropriation of third-party intellectual property rights of any kind.
  2. 8.2 By Partner. Partner will defend, indemnify and hold Arctic Wolf harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims or causes of action against Arctic Wolf arising out of (a) any representations or warranties or any misrepresentation provided by Partner or its representatives relating to or concerning Arctic Wolf Solutions; (b) a breach of any obligation of Partner set forth this Agreement; or (c) any marketing, use or other exploitation of Arctic Wolf Solutions. Arctic Wolf will (i) promptly give written notice of the Claim to Partner; (ii) give Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle any claim or cause of action unless it unconditionally releases Arctic Wolf of all liability other than the payment of amounts to be covered by Partner hereunder); and (iii) provides to Partner all reasonable assistance, at Partner’s request and expense.


9. LIMITATION OF LIABILITY


ARCTIC WOLF, ITS SUPPLIERS AND LICENSORS, ARE NOT LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR: (A) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS; (C) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE AMOUNTS PAID TO ARCTIC WOLF DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; OR (D) ANY MATTER BEYOND ITS REASONABLE CONTROL WHETHER OR NOT ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. UPDATES


Except as expressly provided herein, no modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Arctic Wolf may make changes to terms located at a URL referenced in this Agreement, including this Agreement (collectively, the “URL Terms”) from time to time. Arctic Wolf will post the amended terms and will update the “Last Updated Date” at arcticwolf.com/terms/MPA. By continuing to as an Arctic Wolf Partner after Arctic Wolf has provided such notice of a change, Partner is indicating that it agrees to be bound by the modified terms. If the change has a material adverse impact and Partner does not agree to the change, Partner must notify Arctic Wolf within 30 days after being informed of the change. If Partner notifies Arctic Wolf as required, then Partner will remain governed by the terms in effect immediately prior to the change until the end of the then-current Agreement term. If the Agreement is renewed, it will do so under the updated URL Terms.

11. GENERAL PROVISIONS


This Agreement may not be assigned by either one of the parties by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld except Arctic Wolf may assign this Agreement to a successor in interest. All notices, requests, directions or other communications hereunder will be in writing and deemed to have been sufficiently given when delivered. The relationship of Arctic Wolf and Partner established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (a) give either Party the power to direct and control the day-to-day activities of the other, (b) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow Partner to create or assume any obligation on behalf of Arctic Wolf for any purpose whatsoever. Arctic Wolf’s third-party suppliers or licensors are third-party beneficiaries hereunder with respect to their respective product or software and reserve the right to assert claims for infringement or misappropriation of their intellectual property rights by Partner or its end user as to its third-party product or software. Headings in this Agreement are for reference purposes only and will not affect the interpretation or meaning of this Agreement. If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement will be construed as a waiver of such right or power. A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights. The validity, construction and interpretation of this Agreement will be governed by the internal laws of the State of California, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Venue lies in the federal and state courts of competent jurisdiction located in San Mateo, CA. The prevailing party in any action or claim is entitled to an award of its attorneys’ fees and costs. This Agreement constitutes the entire agreement between Arctic Wolf and Partner with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such subject matter. No modification of this Agreement by Partner will be effective unless contained in writing and signed by an authorized representative of each party. No term or condition contained in Partner’s purchase order or similar document will apply unless specifically agreed to by Arctic Wolf in writing, even if Arctic Wolf has accepted the order set forth in such purchase order. Notwithstanding any provision contained in this Agreement, neither party will be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. The foregoing clause will not apply to the payment of any sums due under this Agreement by either party to the other.