MERIDIAN END USER AGREEMENT (“EULA”)

THIS END USER LICENSE AGREEMENT (THE “EULA”) CONSTITUTES A BINDING AGREEMENT BETWEEN LICENSEE (ALSO REFERRED TO HEREIN AS “YOU”) AND CYDERES. YOUR USE OF THIS PRODUCT IS SUBJECT TO, AND CONDITIONED UPON YOUR ACCEPTANCE OF, THE TERMS AND CONDITIONS OF THIS EULA. BY DOWNLOADING, ACCESSING OR USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA

1. DEFINITIONS. When used in this EULA, the following terms have the meanings as below:

“Application” means the “Meridian” application software which discovers all assets, users, and data collected by Cyderes Group LLC (on behalf of itself and its affiliates, “Cyderes”) as part of Cyderes’ deployment that aims to eliminate the unknowns in your cloud and on-premise environment.

“Authorized Equipment” means computer hardware equipment or devices, conforming to any specifications and limitations that (i) are owned and controlled by you and (ii) you use to access the Application.

“Authorized User” has the meaning ascribed to in Section 2.

“Data” means all data, information, records and other content, including Event Data, provided, uploaded, transmitted, inputted, edited, authored, accessed, generated, managed, or otherwise submitted by or collected from or about you and your users under this EULA during the use of or in connection with the Application.

“Data Protection Laws” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Customer Personal Data are subject. “Data Protection Laws” shall include, but not be limited to, the California Consumer Privacy Act of 2018 (“CCPA”) and the EU General Data Protection Regulation 2016/679 (“GDPR”), as may be applicable to the Licensee.

“Documentation” means Cyderes’ standard user manuals and/or related documentation generally made available by Cyderes to licensees of the Application.

“Event Data” means your Authorized Users’ usernames and may include certain online identifiers, such as IP addresses and device IDs that are capable of identifying an individual or their device.

“Licensee” means the person or entity that has entered into this EULA with Cyderes for the use of the Application.

“License Fees” means the license fees payable by Licensee for the use of the Application during the License Term.

“License Term” will have the meaning set forth in Section 13 below.

“Order” means the applicable purchase order or similar documentation between the parties pursuant to which a license to the Application is purchased.

“Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.

“Scope of Use” means use of the Application, in accordance with the applicable Documentation, only for the benefit of Licensee’s internal use in monitoring and assessing event and threat data on Licensee’s internal control systems including devices, endpoints, and information technology systems.

2. AUTHORIZED USER. Use of the Application is limited to Licensee and those who have subject to any limitations provided by Cyderes, been designated by Licensee as “Authorized Users”. By using the Application, you represent and warrant that you are an Authorized User and you agree to discontinue all use of the Application and Documentation if and when you no longer qualify as an Authorized User. Licensee will not allow any persons other than Authorized Users to access or use the Application, and will be responsible for acts or omissions by Authorized Users in connection with their use of the Application.

3. LICENSE. Subject to the terms and conditions of this EULA, and payment of all applicable License Fees, Cyderes hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license (the “License”) during the License Term to (i) allow Authorized Users to use the Application on the Authorized Equipment solely within the Scope of Use and (ii) use the Documentation solely in connection with your licensed use of the Application.

4. RESTRICTIONS ON USE. You acknowledge that no right is granted to you, and you may not modify, adapt, translate, publicly display, publish, create derivative works of or distribute the Documentation. The licenses granted in this EULA are subject to the following limitations, in addition to any and all other restrictive terms in this EULA:

• You may not rent, sell, market, lease, assign, transfer, convey or pledge as security or otherwise encumber any part of the Application or Documentation or your rights under the licenses granted in this EULA except as provided in this EULA.

• You may not use the Application in any time-sharing or service bureau arrangement, resell or make the Application available to any third party, or otherwise use the Application for commercial or non-internal use.

• You may not use the Application for monitoring or assessing the internal control systems of any third party including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party.

• You may not combine or integrate the Application with hardware, software or technology not provided or recommended in writing to you by Cyderes.

• You may not decompile, disassemble, reverse engineer or otherwise attempt to reconstruct, obtain or perceive the source code from which any component of the Application is compiled or interpreted.

• You may not copy, and you agree to prevent unauthorized copying or use of the Application.

• You may not use or access the Application for the purposes of building a competitive product or service or copying its features of user interface.

• You are solely responsible for the use of the Application in accordance with the law, including applicable Data Protection Laws, statute, ordinance, or regulation.

• You may not permit or authorize any third party to perform any of the restricted activities in this Section 4, except to the extent such activities are expressly permitted by law, in which instance Licensee must provide prior written notice to Cyderes.

5. CONSENT TO USE OF DATA: By downloading and/or using our Application, you agree that Cyderes will receive information in the form of Event Data about your users from its data processors. Such Event Data largely consists of information that is not Personal Data in many jurisdictions may contain other information provided by its data processors that may include Personal Data. Data may also be collected directly from you in connection with your use of the Application. You agree that Cyderes may, in accordance with any applicable Data Protection Laws, collect, use, disclose, and retain Event Data and other Data (including Personal Data) in order to provide the Application and any related services, provide product support, and provide other services to you (if any) related to the Application. In addition, Cyderes will have the perpetual, irrevocable right to use and retain Event Data and other Data to analyze and improve its products and services, to update threat definitions and vectors, and for analytics purposes, provided it is in a form that is reasonably de-identified and/or aggregated (“De-Identified and/or Aggregated Data”).

6. OWNERSHIP. Cyderes is the sole and exclusive owner of all right, title and interest in and to the Application, the Documentation, any De-Identified and/or Aggregated Data, and any derived data, including threat signatures and indicators of compromise, separate from any underlying Data, detected by the Application, together with all associated intellectual property rights. You acknowledge that you neither own nor acquire any rights in any of the foregoing not expressly granted by this EULA and that you have no interest in the Application or Documentation other than the right to use the Application and Documentation as expressly set forth herein. You further acknowledge that Cyderes retains the right to use, and to grant third parties the right to use, the Application and Documentation for any and all purposes whatsoever in Cyderes’ sole discretion. Cyderes reserves all rights not expressly granted in this EULA.

7. SUPPORT. Cyderes may, without notice, make changes to the Application, or to items referenced in the Application, at any time without notice, but is not obligated to support, update, or provide training for the Application.

8. DISCLAIMER. THE APPLICATION, DOCUMENTATION, ANY THIRD-PARTY PRODUCTS, AND ALL OTHER MATERIALS, APPLICATION, DATA, EQUIPMENT, HARDWARE AND/OR SERVICES THAT ARE OR MAY BE PROVIDED BY CYDERES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND CYDERES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NONINTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, QUALITY, MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. CYDERES MAKES NO WARRANTY, NOR MAY A WARRANTY BE IMPLIED, ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. CYDERES DOES NOT WARRANT THAT THE APPLICATION, DOCUMENTATION, THIRD PARTY PRODUCTS OR ANY OTHER INFORMATION, MATERIALS, HARDWARE, EQUIPMENT, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT CYDERES CANNOT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE DETECTION OF SPECIFIC THREATS OR GUARANTEE THAT ALL INDICATORS OF ADVERSARY ACTIVITY ON YOUR IT NETWORK WILL BE IDENTIFIED OR THAT IT CAN DETERMINE IN ALL CASES WHETHER YOUR NETWORK HAS BEEN TARGETED OR COMPROMISED, OR THAT THE APPLICATION WILL NOT PROVIDE FALSE POSITIVE OR FALSE NEGATIVE RESULTS.

9. DATA. To the extent that you, through or in connection with the use of the Application, collect, use, store, process, and disclose Data, including Personal Data, from any other user or third party, you hereby represent and warrant that you have all rights necessary to grant the rights granted herein with respect to the Data and you shall accurately and adequately, and in full compliance with Privacy and Data Security Laws, (a) disclose to such other user or third party how you collect, use, store, process and disclose Data including, where applicable, that third parties may store, use, and process Data while providing products and services to you and (b) obtain consent and/or authorization from such other user or third party or have another legally appropriate lawful basis as necessary to share or disclose any Data that you make available through the Application for the purposes contemplated by this EULA. Cyderes will have no responsibility to review information that you post. Cyderes will have no liability as to the accuracy of any content you post. Cyderes will use commercially reasonable efforts to implement and maintain reasonable technical and organizational security measures designed to protect Data. Cyderes will notify you without undue delay if it becomes aware of any unauthorized access, use, or disclosure of Data.

10. IDENTIFICATION AS A CUSTOMER. We may publicly reference you as a Cyderes customer on our website or in communications during the term of this End User License Agreement. You grant Cyderes a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Cyderes customer and we will use best efforts to remove references to you on our website or in communications.

11. LICENSE FEES.

• You agree to pay the applicable License Fees for the License Term to which you subscribe, each as set forth on the applicable Order Form, which will be charged to the credit card number or other payment information you provide. All such License Fees will be due and payable within thirty (30) days after the date of Cyderes’ invoice therefor. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. You will reimburse Cyderes for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. You will pay all amounts due under this Agreement in U.S. currency. All fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by You to Cyderes hereunder, other than any taxes imposed on Cyderes’ income. Without limiting the foregoing, in the event that You are required to deduct or withhold any taxes from the amounts payable to Cyderes hereunder, You will pay an additional amount, so that Cyderes receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
• License Fees are subject to increase at any time, which increase will be applicable at the time your License is renewed. Renewal is not automatic and requires the payment of the applicable License Fee for the Renewal Term (as defined below). We do not issue refunds on License Fees, and you will not be entitled to a refund if you terminate the License before the end of the License Term. If we terminate the License without cause, we will issue a prorated refund of the License Fee, and this will be your sole and exclusive remedy for any such Termination.

12. LIMITATION OF LIABILITY. IN NO EVENT WILL CYDERES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, cost of procuring substitute products OR SERVICES, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, INCLUDING ANY THIRD-PARTY CLAIMS RELATING TO ALLEGED VIOLATIONS OF DATA PROTECTION LAWS, ARISING FROM ANY SOURCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF CYDERES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR FROM YOUR USE OF OR INABILITY TO USE THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE LICENSE FEES PAID OR PAYABLE BY YOU TO CYDERES IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of this Agreement and that, absent any of these disclaimers, exclusions or limitations of liability, the terms of this Agreement including, without limitation, the economic terms, could be substantially different.

13. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Cyderes , its subsidiaries, affiliates, independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your breach of this Agreement or any other Cyderes terms, policies, or agreements concerning the Application, including your breach or alleged breach of any representation or warranties under this Agreement, or from any acts or omissions by you in connection with your use of the Application.

14. LICENSE TERM; TERMINATION OF LICENSE. The initial term of the License begins on the Order Effective Date and continues for the Order Term set forth in the Order Form, unless the License is earlier terminated in accordance with the terms of this Agreement (the “Initial Term”). At the end of the Initial Term, you may renew the license for additional one (1) year terms by paying the applicable renewal fee (each a “Renewal Term”). The Initial Term and any Renewal Terms will together constitute the License Term. Cyderes may terminate the License and your access to the Application: (i) at any time if you violate any of its terms; or (ii) on 30 days’ prior notice. On termination: (i) any sums owed to Cyderes under this Agreement will be immediately due and payable, (ii) Cyderes will delete your Data, (iii) the License will terminate, (iv) you will cease all use of the Application and immediately delete the Application and Documentation, including all copies, and (v) you will certify in writing to Cyderes, within thirty (30) days of termination of this Agreement, that you have complied with the foregoing. Other than the License grant in Section 3, the provisions of this Agreement will survive any termination of the License.

15. GOVERNING LAW; JURISDICTION. Except as expressly prohibited by applicable law or stated otherwise in this Agreement, all disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Missouri, without reference to conflict of laws principles, and will be subject to the exclusive jurisdiction of the courts of the State of Missouri or of the Federal courts sitting in that State. You submit to the personal jurisdiction of those courts and waive all objections to that jurisdiction and venue for those disputes. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. You agree that Cyderes will be entitled to injunctive relief, without the necessity of proving irreparable harm or posting a bond, from any court with jurisdiction (not only Missouri courts) if you breach this Agreement and that injunctive relief is in addition to all remedies available to Cyderes at law, in equity, and under this Agreement.

If you are outside the United States of America, this Agreement will be construed and governed in accordance with the internal laws of the jurisdiction in which the applicable Cyderes contracting entity resides, without regard to any rules of conflicts or choice of law provisions that would require the application of the laws of any other jurisdiction.

16. EXPORT LAWS. Your use of the Application and the Documentation must comply in all respects with all applicable laws, statutes, regulations, ordinances and rules promulgated by governing authorities having jurisdiction over you, Cyderes , the Application or Documentation including, without limitation, by means of obtaining any permits, licenses and/or approvals required with respect to export and sanctions regulations promulgated by the U.S. Bureau of Industry and Security, U.S. Office of Foreign Assets Control, or any other agency or department of the federal government of the United States of America. By using the Application and Documentation, you represent and warrant that you are not located in any embargoed country or listed on any denial order.

17. SEVERABILITY. If a court holds that any provision or part of this EULA is invalid or unenforceable under applicable law, the court will modify the provision or part to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the court will sever and delete the provision or part from this EULA. Any change to or deletion of a provision or part of this EULA under this Section will not affect the validity or enforceability of the remainder of this EULA, which will continue in full force and effect.

18. U.S. GOVERNMENT CONTRACT PROVISIONS. Each of the components that constitute the Application and Documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Application with only those rights set forth herein.

19. NONWAIVER. Any failure by Cyderes to insist upon or enforce strict performance by you of any of the provisions of this EULA or to exercise any of Cyderes’ rights or remedies under this EULA or otherwise by law will not be construed as a waiver or relinquishment to any extent of Cyderes’ right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather the same will be and remain in full force and effect.

20. AGREEMENT TO TERMS. By executing an Order or using the Application, you agree to the terms and conditions of this EULA. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity. You may send notices or questions regarding this EULA to Cyderes Group LLC, 13323 Holmes Road, Kansas City, Missouri 64145 or legal@cyderes.com.