Sensu Enterprise License Terms and Conditions

These Sensu Enterprise License Terms and Conditions (this “Agreement”) is entered into by and between Sensu, Inc., with a business address of P.O. Box 8308, Portland, Oregon 97207 (“Company”), and you or the entity you represent (“Customer”). This Agreement supplements the Master License Agreement entered into by the parties and is subject to and incorporated into the Sensu Enterprise End User License Agreement. To the extent that this Agreement references capitalized terms and such terms are not defined herein, they will have the definitions described in the Master License Agreement and Sensu Enterprise End User License Agreement.

1. License.

Company grants Customer a nonexclusive license to download, install, and use the Sensu Go software and any other Sensu proprietary tools, APIs, software or technology provided by or made available by Company to Customer (the “Software”) for the number of units specified on the Sensu Enterprise End User License Agreement.

2. Login Credentials and Security.

Company will provide Customer with login credentials to access and download the Software and Software Updates (“Login Credentials”). Upon termination of the Agreement for any reason, Customer’s Login Credentials will be disabled. Customer must maintain the confidentiality of its Login Credentials and is responsible for all activities associated with its Login Credentials. Customer will immediately notify Company of any unauthorized use of Customer’s Login Credentials.

3. Confidentiality and Privacy.

3.1. Confidential Information.

In addition to Customer’s confidentiality obligations contained in the Master License Agreement, Customer will keep confidential the financial terms of the Agreement. Customer will immediately report to Company any threatened or actual unauthorized use or disclosure of the Software or other confidential information.

3.2. Permitted Disclosure.

The parties may disclose to other potential customers of Company and Customer the fact that Customer is using the Software, the general functions provided by the Software, and Customer’s general level of satisfaction with the Software.

3.3. Privacy Policy.

Customer acknowledges and agrees that Sensu’s Privacy Policy, set forth at https://sensu.io/privacy-policy is incorporated into these Terms and Conditions and the Agreement.

4. Support Services/Access to Source Code.

4.1. Standard Support.

Company will provide standard support services for the Software as set forth in the Sensu Support Services Agreement located at https://sensu.io/sensu-support-services and incorporated herein (“Services”).

4.2. Premium Support.

Customer may request, and Company may provide, additional support services or services related to Software customization or enhancement (collectively, “Premium Support”), as set forth in the Sensu Support Services Agreement located at https://sensu.io/sensu-support-services.

5. Failure to Pay Fees.

If Customer fails to pay any Fees or other amounts when due, and such failure continues for 30 days following written notice thereof, Company may, at its discretion, (a) suspend the license and Services under the Agreement, or (b) terminate the Agreement under Section 13. The remedies in this paragraph are in addition to any other remedies that may be available to Company.

6. Taxes.

All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on Company’s income.

7. Usage Reporting.

In the event that the total number of installed copies of Software in use by Customer exceeds the number of copies allowed by the Agreement (an “Excess Usage”), Customer agrees to notify Company of the “Excess Usage” within 30 days. Furthermore, Customer agrees to comply with Company’s requests to submit within 5 business days a complete and accurate report (a “Usage Report”) of the total number of installed copies of Software in use by Customer. Without limiting Company’s rights and remedies, Customer agrees to remedy any Excess Usage within 30 days of written notification. Excess Usage remedies include either (a) if Excess Usage has only occurred within the previous 30 days, uninstalling or deleting enough copies of the Software so that Customer’s usage is limited to the number of installed copies of the Software authorized under the Agreement, or (b) to pay within 30 days the fees applicable to Customer’s Excess Usage (the “Excess Usage Fees”) in an amount per rates set forth on https://sensu.io/pricing. Excess Usage Fees will be calculated as a prorated fee based on the volume of the Excess Usage, from the date such Excess Usage began until the termination of the Agreement.

8. Export Control.

For the purpose of Customer’s information only, Company has self-classified the Software as Export Control Classification Number (“ECCN”) 5D002. Company assumes no liability under the Agreement for any ECCN classification determination regarding the Software.

9. Limited Warranty.

Company warrants that the Software and documentation shall be delivered to Customer free of: (a) any instructions, devices or techniques installed by Company that can, or are designed to, threaten, infect, assault, vandalize, damage, disable, or shut down the Software and/or Customer’s processing environment or otherwise prevent Customer from utilizing the Software as intended (i.e., “viruses”); (b) any instructions or code intended by Company to prevent or limit Customer’s use of any Software or documentation or to cause any of the Software or documentation to cease functioning (i.e., “disabling devices”), or © any instructions or code intended by Company to allow access to Customer’s computing systems without Customer’s knowledge or without being in accordance with Customer’s system connectivity policies or system security measures (i.e., “trap doors”).

10. Disclaimer of All Other Warranties.

OTHER THAN AS PROVIDED IN SECTION 18 ABOVE, THE SOFTWARE, DOCUMENTATION, AND SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS,” AND COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, SUCH AS WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Although Company believes the Software to be reliable for business use, Company does not warrant that operation of the Software will be uninterrupted or error-free. Company does not warrant that its Services or the Software Updates will result in an improvement to the Software, a solution to any problem Customer may have with the Software, or error-free operation of the Software.

11. Infringement.

Company will indemnify Customer for any costs, expenses, or damages of Customer pursuant to any claim, demand, or cause of action (“Demand”) by a third party to the extent the Demand alleges that the Software infringes such third party’s U.S. intellectual property rights. Company’s obligations under this paragraph will not apply to any demand to the extent it arises from (a) open-source components; (b) Customer’s misuse of the Software or use of the Software outside the scope of the Agreement; or © modification of the Software other than by Company. If the Software is determined to infringe or, in Company’s view, is likely to be found to infringe third-party rights, Company will, at its sole option and its expense, either procure for Customer the right to continue using the Software or replace or modify the Software so that it becomes non-infringing. If, in Company’s sole opinion, neither option is desirable, Company may terminate the license under the Agreement and refund to Customer a pro rata portion of the applicable Fees. THE REMEDIES STATED IN THIS SECTION ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF INFRINGEMENT.

12. Limited Remedy.

If the Software or any Software Update fails to perform substantially in accordance with Company’s expectations for it, Company, at its discretion, will (a) use commercially reasonable efforts to correct any errors in the Software Updates provided to Customer or (b) refund to Customer the amount charged for the Services (or if the Services were covered by the License Fee, the amount that would have been charged to Customer if the Services had been charged on an hourly basis). THIS SECTION STATES COMPANY’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR ANY FAILURE OF THE SOFTWARE OR ANY SOFTWARE UPDATE TO PERFORM.

NOTE: These Sensu Enterprise License Terms and Conditions were last updated on December 9, 2018. Prior versions can be obtained by contacting Sensu.

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