Welcome to the Signal Sciences Corp ("Signal Sciences", "We", "Our") web application attack visibility and defense service (the, "Service(s)"). Subscribers, account holders, customers, users, and others who download, access, use and/or subscribe to the Services (collectively or individually, "You" or "Users" or “Customer”) must do so under the following terms and conditions of service ("Terms of Service") CUSTOMER’S INSTALLATION AND USE OF THE SERVICES INDICATE CUSTOMER’S CONSENT TO BE BOUND BY THE TERMS SET FORTH BELOW. BY ACCESSING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THESE TERMS OF SERVICE, ALL CONSENTS AND DISCLOSURES SET FORTH IN THE SIGNAL SCIENCES REGISTRATION PROCESS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN PLEASE CEASE USING THE SERVICES IMMEDIATELY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 1. Services; Software Subject to the terms and conditions of this Agreement, Signal Sciences will use commercially reasonable efforts to provide Customer with the Services described above ordered by Customer under a free trial or an ordering document (including any online form) specifying the Services to be provided hereunder ("Order"), in accordance with the service level agreement (“SLA”) tier selected by the Customer. In order to utilize the Software, Customer must install certain client server software provided by Signal Sciences (together with any APIs provided by Signal Sciences, the “Software”). Signal Sciences hereby grants Customer a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use the Software for the sole purpose of internally using the Services. Customer expressly acknowledges and agrees that the Software is Signal Sciences’ Confidential Information. Signal Sciences will retain all intellectual property rights relating to the Services and the processes it uses to conduct the Services. 1.1 Customer will cooperate with Signal Sciences in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required. 1.2 As a result of the use of the Software and Services, information regarding web application traffic on Customer’s servers will be transmitted to Signal Sciences. The Software is designed to anonymize any information in fields that commonly contain personally identifiable information and Customer can further select other fields of Customer Data that the Software will anonymize. Customer will own all right, title and interest in and to all non-anonymized information resulting from its use of the Software and Services, and Signal Sciences will own all right, title and interest in and to all anonymized information regarding traffic (“Anonymized Traffic Information”), and each party hereby makes all assignments necessary to accomplish the foregoing ownership. 1.3 Without limiting the foregoing, (i) Signal Sciences will have the freedom to use the Anonymized Traffic Information to provide services to its other customers and to inform the public about the number of requests Signal Sciences is identifying at one time, in each case so long as no such information identifies Customer, and (ii) all Anonymized Traffic Information or other information not identifying Customer that is derived by Signal Sciences from such Anonymized Traffic Information and not made publicly available will be the Confidential Information solely of Signal Sciences and may only be used by Customer for its internal enterprise security purposes. 1.4 Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Signal Sciences with respect to the Services. Notwithstanding anything herein, Signal Sciences shall have the full, unencumbered right to incorporate any such Feedback into and otherwise fully exercise and exploit such Feedback in connection with the Services or its other products or services. 1.5 Certain “free” or “open source” based software (“FOSS Software”) may be shipped with Software that is provided to Customer hereunder, but such FOSS Software is not considered part of the Software hereunder, and you will use such FOSS Software in accordance with the license governing such FOSS Software. A list of the FOSS Software will be provided to you upon your written request. 2.Free Evaluation If the applicable Order is limited to a free trial of the services or you are otherwise provided access to a free trial of the services, Signal Sciences will make one or more Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services, or (b) the start date of any purchased subscriptions ordered for such Services. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY SUPPORT, SERVICE LEVEL AGREEMENTS, REPRESENTATIONS, WARRANTIES OR INDEMNITIES. 3. Limitations of Services You acknowledge that Signal Sciences may establish limits concerning use of the Services, including the maximum number of days that content will be retained by the Services, the maximum number and size of log files or other content that may be transmitted or stored by the Services, the frequency with which you may access the Services and the locations where the Service is available. You agree that Signal Sciences has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Services. You acknowledge that Signal Sciences reserves the right at any time to modify or discontinue the Services (or any part thereof) with or without notice, and that Signal Sciences shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. 4. Fees; Payment Customer shall pay Signal Sciences’ then-standard fees for the Service as set forth on the Service (“Fees”). All Fees shall be invoiced in advance in accordance with the billing plan selected by Customer and agreed to by Signal Sciences, and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Further, Signal Sciences may suspend the Services if payment is not made within five (5) business days after Customer’s receipt of notice (including by email) that payment is past due. Customer shall be responsible for all taxes associated with Service other than taxes based on Signal Sciences’ net income. All Fees paid are non-refundable and are not subject to set-off. 5. Purchase Orders If Customer requires the use of a purchase order or purchase order number, Customer must (i) provide the purchase order number at the time of purchase; and (ii) agree that any terms and conditions on a Customer purchase order will not apply to this Agreement and such purchase order terms are null and void. 6. Confidentiality; Restrictions 6.1 “Confidential Information” means any information or data disclosed or made available prior to the Effective Date or during the term of this Agreement by either party (the “disclosing party”) to the other party (the “receiving party”) that is either marked or identified in writing within thirty (30) days of disclosure as confidential or proprietary, provided that information related to a disclosing party’s present or future business plans, products, services, strategies or technology shall be deemed Confidential Information of the disclosing party even if not so marked or identified, provided further that the terms hereof shall be deemed Confidential Information of each party. 6.2 The receiving party shall: (i) not use the disclosing party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants who have a “need to know” for the receiving party to exercise its rights or perform its obligations hereunder; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information. If the receiving party is required by law to make any disclosure of such Confidential Information, the receiving party shall first give written notice of such requirement to the disclosing party, and shall permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the disclosing party in seeking to obtain such protection. 6.3 Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the disclosing party) to the receiving party prior to receipt from the disclosing party from a source other than one having an obligation of confidentiality to the disclosing party, as demonstrated by its written records; (2) becomes publicly known, except through a breach hereof by the receiving party; or (3) is independently developed by the receiving party, which can be shown by written evidence. Notwithstanding the foregoing, each party may disclose the terms and conditions of this Agreement confidentially to bona fide actual and potential investors, lenders or acquirers. 6.4 Further, Customer will not, and will not permit any third party to, reverse engineer or otherwise attempt to discover the source code or underlying structure or algorithms of the Services or any Software (except to the extent such restrictions are contrary to applicable law), modify or create derivative works based on the Services or Software, or otherwise use the Services or Software in violation of any laws or regulations (including export laws) or outside of the scope permitted under this Agreement. 7. Advertising You consent to Signal Sciences’ inclusion of your name and logo on Signal Sciences’ website and in its marketing materials, identifying you as a user of the Services. You also consent to Signal Sciences including your name and logo in a press release favorably publicizing your selection of the Software. At any time, you may request in writing that Signal Sciences cease using your name and logo, and Signal Sciences shall comply with such request within seven (7) days of receipt. 8. Termination Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination or expiration. Upon termination or expiration of this Agreement, the provisions of Sections 1.2, 1.4, 4, 6, 8, 9.2, 10, 11 and 12shall survive and shall continue in full force and effect in accordance with their terms. 9. Warranties; Disclaimer 9.1 Each party represents and warrants that it has full corporate power, right and authority to enter into this Agreement and to carry out its obligations under this Agreement. Signal Sciences warrants that it will perform the Services set forth in the applicable Order in a professional and workmanlike manner with employees having a level of skill commensurate with the requirements of this Agreement. 9.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ALL RESULTS THEREOF ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SIGNAL SCIENCES DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SIGNAL SCIENCES DOES NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES. 10. Limitation of Liability EXCEPT FOR LIABILITY ARISING FROM SECTION 11 OR A BREACH OF SECTION 6, NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY FOR DIRECT DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AGGREGATE FEES PAID TO SIGNAL SCIENCES (OR, IN THE CASE OF CUSTOMER’S LIABILITY, PAID AND/OR PAYABLE) HEREUNDER IN THE SIX (6) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. 11. Indemnity. Signal Sciences shall defend at its expense any third party claim, suit or proceeding (each, a “Claim”) brought against Customer by any third party to the extent alleging that the Service infringes such third party’s intellectual property rights, and Signal Sciences shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such Claim; provided, however, that Customer (i) promptly notifies Signal Sciences in writing of such Claim; (ii) promptly gives Signal Sciences the right to control and direct the investigation, preparation, defense and settlement of such Claim (provided that Customer shall have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim); and (iii) gives reasonable assistance and cooperation for the defense of same, at Signal Sciences’ reasonable expense. If the Service is, or in Signal Sciences’ opinion, might be held to infringe as set forth above, Signal Sciences may, at its option, (a) modify the Service so as to avoid infringement (but without reduction in functionality), (b) procure the right for Customer to continue the use of the Service or (c) terminate this Agreement without liability, subject to refund of any prepaid amounts for unearned Service. The foregoing indemnity shall not apply to any Claim based upon or arising from any use of the Service not permitted in this Agreement, or a combination of the Service with any hardware, software, content or other materials not provided by Signal Sciences, to the extent the Claim would not have arisen absent such combination. This Section 11 represents the sole and exclusive remedy of Customer and the entire liability and obligation of Signal Sciences with respect to claims of infringement of any intellectual property right with respect to the Service. 12. General For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Signal Sciences will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. Neither party shall have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. No waiver, change, or modification to this Agreement or any Order will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the address specified on the cover sheet of this Agreement or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable. 13. Contact If you have any questions about the Terms of Service, please contact us at info [at] signalsciences.com