Subject to these terms and conditions (“Terms”), in its sole discretion, Dragos, Inc. will on occasion make available to a company or other legal entity (“Recipient”) access to certain Dragos Offerings or Services free of charge. Recipient’s use of such Offerings or Services is governed exclusively by the terms and conditions of these Terms. The description of any Offerings or Services that will be offered, and the length of time for which they will be offered (the “Term”), will be set forth in an accompanying statement of work (“SOW”), provided through a click through agreement at Dragos’s sole discretion, or otherwise documented by Dragos through an application and evaluation process required for participation in the identified Offerings or Services. Capitalized terms will have the meaning set forth in Section 16 “Definitions” below.  The individual accepting the Terms on behalf of Recipient, represents and warrants that they have full authority to bind the Recipient. By assenting to these Terms (either by clicking, checking a box, signing a SOW or using the free Offerings or Services provided by Dragos), Recipient accepts the Terms, which will be deemed a binding contract between Recipient and Dragos, Inc., on behalf of itself and any affiliates performing hereunder (“Dragos”). If Recipient does not agree to or cannot comply with all the Terms or if the individual does not have authority to bind the Recipient, then do not assent, and Recipient will not be authorized to access or use the Offerings or Services. These Terms are binding as of the earliest of the date that Recipient accepts the Terms, the date set forth on the SOW, or the date on which Recipient downloads, installs, activates, or uses the Offerings or Services provided for free (the “Effective Date”).

DRAGOS IS NOT OBLIGATED TO PROVIDE FREE OFFERINGS OR SERVICES. AFTER FREE OFFERINGS OR SERVICES HAVE BEEN PROVIDED, DRAGOS MAY AT ANY TIME TERMINATE THE USAGE OR PROVISION OF SAME, AND DRAGOS MAY REVOKE ANY CORRESPONDING LICENSES.  ALL PRODUCTS AND SERVICES PROVIDED FREE OF CHARGE ARE WITHOUT ANY WARRANTY, GUARANTEE OR COMMITMENT TO EFFORT OR AVAILABILITY, AND ARE SUBJECT TO AVAILABILITY AND RESOURCE CONSTRAINTS.  

1. LICENSE. Dragos hereby grants Recipient a non-exclusive, non-transferable, non-sublicensable, revocable license for the Term to use Software, OT Watch, Neighborhood Keeper, WorldView, or OT-CERT (together “Offerings”), as applicable, for internal use.

2. RESTRICTIONS. Except as these Terms expressly permit, Recipient shall  not, and shall not permit and other party to: (i) reproduce, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Offerings; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer or make available the Offerings to any third party;  (iii) reverse-engineer, disassemble, decompile, decode, or adapt the Offerings, or otherwise attempt to derive or gain access to the source code of an Offering or any software used by Dragos in providing the Offerings, in whole or in part;  (iv) collect any information from or through the Dragos Portal using any automated means, including without limitation any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from a Dragos Offering or the Dragos Portal except via a Dragos API (use of Dragos APIs are subject to the terms and conditions which may be accessed at www.dragos.com/API-terms); (v) bypass or breach any security device or protection used for or contained in the Offerings or allow unauthorized access to the Offering; (vi) access, tamper with, or use non-public areas of the Dragos Portal, Dragos’s computer systems, or the technical delivery systems of Dragos’s providers, or attempt to probe, scan or test the vulnerability of any Dragos system or network; (vii) alter, remove or obscure any copyright notices, trademark notices, or other proprietary or confidentiality notices that are: (a) placed or embedded in or on the Offerings, (b) displayed when the Offerings are run, or (c) applied to the Offerings, their packaging, labels, Documentation or any other materials provided under this these Terms; viii) use the Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates applicable Law; (ix) use the Offerings for purposes of benchmarking or competitive analysis, developing, using, or providing a competing software product or service, or any other purpose that is to Dragos’s detriment or commercial disadvantage; (x) use the Offerings in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms.  

3. NEIGHBORHOOD KEEPER. To the extent that Recipient has been offered and has authorized participation in Neighborhood Keeper, participation is subject to the Terms and conditions found here: www.dragos.com/legal/neighborhood-keeper-terms. 

4. OT-CERT. To the extent that Recipient has been offered and has authorized participation in OT-CERT, Recipient recognizes and acknowledges that OT-CERT resources are intended to provide guidance to help under-resourced organizations, those lacking sufficient financial resources or technical expertise, to establish minimum baseline OT cybersecurity protections and do not necessarily meet the usual best practice standards for a mature OT cybersecurity program. Dragos does not provide any warranty or guarantee that following the guidance provided by OT-CERT alone will safeguard an organization from all OT cybersecurity threats.  Whenever possible organizations should seek additional enhancements to the recommendations provided by OT-CERT resources based on an organization’s own cybersecurity risk profile.

5. DRAGOS ACADEMY & TRAINING. To the extent that Recipient has been offered access to the Dragos on-demand course catalog (“Dragos Academy”) or Dragos instructor-led courses (either public or privately held) (“Training”), Recipient acknowledges that Dragos reserves the right to refuse admittance to public Training classes to any person, for any reason. Unless explicitly authorized by Dragos in writing, Training may not be recorded, and no information, documentation or other Dragos Works provided in connection with the Training, may be copied, distributed, or otherwise used/disseminated without Dragos authorization. All intellectual property rights in and to information and documentation or other Dragos Works provided during Training and any ideas, know-how, and programs that may be developed by Dragos in the course of providing Training, including any enhancements, derivative works, or modifications and all intellectual property rights embodied therein (other than Customer’s Confidential Information), remain with Dragos. No content or other information contained in, or provided through, Dragos Academy may be copied, distributed, or otherwise used/disseminated without express written authorization from Dragos.  All intellectual property rights in and the information and documentation provided through Dragos Academy including derivative works, or modifications remain with Dragos and are subject to the Proprietary Rights set forth in Section 8.1 below.  

6. UPDATES. Dragos may make updates or other changes to the Software or Documentation at any time without notice.  Dragos is not obligated to provide any Updates for free Offerings. 

7. CONFIDENTIAL INFORMATION. 
7.1. General. “Confidential Information” means any non-public oral, written, graphic or machine-readable information or material disclosed by a Party, its employees, contractors or Affiliates (“Discloser”) to the other Party (“Receiving Party”), either directly or indirectly, in writing, orally or by permitting access to or inspection of tangible or intangible objects  where such information is (i) marked or otherwise communicated as being “proprietary” or “confidential” or the like, or (ii) where such information should, by its nature or circumstances of disclosure, be reasonably considered to be confidential and/or proprietary, including, but not limited to, information or material which relates to its Recipients, Affiliates, contractors, intellectual property, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), computer programs, algorithms, trade secrets, business plans, agreements with third parties, Recipient lists, or finances. Personal Data shall be considered Confidential Information. The Offerings, Dragos Technology, Dragos Works, Documentation, and Dragos Data shall be deemed Confidential Information of Dragos regardless of marking. Except as specified for Aggregated Data, Recipient shall be deemed the Confidential Information of Recipient, regardless of marking.
7.2. Except as otherwise expressly authorized herein, Receiving Party agrees to (a) maintain Discloser’s Confidential Information in strict confidence, not use Discloser’s Confidential Information except as necessary to perform its obligations or enforce its rights under the Terms, (b) treat all Confidential Information of Discloser in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (c) disclose Discloser’s Confidential Information only to those employees, contractors and other agents of Receiving Party who have a need to know such information for the purposes of the Terms, provided that any such employee, contractor or other agent shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of the Terms, and Receiving Party shall remain liable for any non-compliance of such employee, contractor or other agent with the terms of the Terms. Notwithstanding the provisions of the Terms, Receiving Party may disclose Discloser’s Confidential Information as required by any court or other governmental body or as otherwise required by law or regulation, provided, however, that Receiving Party shall (i) to the extent permitted by law, provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure; and (ii) disclose the minimum amount of Confidential Information needed in order to be compliant with such order or legal requirement.
7.3. Exclusions. Nothing in the Terms will prohibit or limit either Party’s use of information that (a) is already known to the Receiving Party without restriction as to disclosure prior to disclosure by the Discloser; (b) becomes publicly available without fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (d) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information as evidenced by contemporaneous written records.
7.4. Survival. Recipient’s obligations under this Section shall  survive for period of five (5) years after the expiration or termination of the Terms, provided, however, that  (i) trade secret information will be maintained in confidence for as long as such information remains  a trade secret and (ii) any Personal Data shall be maintained in confidence  for the period specified by Privacy Laws. 
7.5. Equitable Relief. The Parties agree that a material breach of this Section 7 may cause irreparable injury to such Party for which monetary damages would not be an adequate remedy and the non-breaching Party shall be entitled to seek equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law. 

8. PROPRIETARY RIGHTS.
8.1. Ownership. All Intellectual Property Rights in and to the Offerings, Dragos Technology, Dragos Marks (as defined below) and any copy thereof  and in any ideas, know-how, and programs that may be developed by Dragos in the course of providing the Offerings, including any enhancements, derivative works, or modifications and all intellectual property rights embodied therein (other than Recipient Confidential Information), remain with Dragos.  
8.2. Recipient is aware that the Terms do not convey any rights of ownership in or to the Offerings, Dragos Technology or Dragos Marks, and all of Recipients rights are expressly stated herein, without any implied rights. Recipient hereby acknowledges that the foregoing are protected by laws pertaining to intellectual property and proprietary rights in the United States and other countries. Dragos reserves all rights not expressly granted in these Terms.
8.3. Recipient will not remove, obscure, or alter Dragos’s copyright notices, trademarks, or other proprietary rights notices and shall not commit or permit any act or omission that would impair Dragos’s, its Affiliates’ or its licensors’ proprietary and intellectual property rights in Dragos Works.
8.4. Feedback. From time-to-time Recipient may provide Dragos with suggestions, comments and feedback with regard to the Services or Offerings (collectively, “Feedback”). Recipient hereby grants Dragos a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully-paid up license (with the right to sublicense) to use and disclose the Feedback in any manner and to display, perform, copy, make, have made, use, sell, offer to sell, import, and otherwise dispose of products embodying the Feedback in any manner and via any media, without reference to the source,  including, without limitation, the testing, development, maintenance and improvement of the Offerings. 
8.5. Recipient Materials. Recipient owns all right, title and interest in all Recipient Data. Recipient hereby grants Dragos and its Affiliates a worldwide, non-exclusive, limited-term license to use, host, copy, transmit, modify, display, perform and make derivative works of the Recipient Data in connection with the performance of Dragos’s obligations under the Terms and the operation, maintenance and improvement of the Offerings (including the creation of Aggregated Data).
8.6. Dragos Offerings may operate by forwarding certain portions of the Recipient Data (“Forwarded Data”) to Dragos owned or controlled servers in the United States or other countries where Dragos has Affiliates. Recipient represents and warrants that Recipient: (i) is legally permitted and authorized to access, and to provide Dragos with access to, the Forwarded Data; (ii) is responsible for deciding if and how Recipient uses the Offerings; and (iii) will use the Offerings only in a legal manner. In the event of any breach of this representation and warranty, Dragos may, without prejudice to its other rights, disallow any Forwarded Data or use of an Offering until Recipient can show to Dragos’s reasonable satisfaction, that any such breach has been cured. In addition, specific Offerings such as OT Watch or Neighborhood Keeper may require Recipient to execute an “Opt-In” form permitting additional Recipient Data to be forwarded to Dragos for processing. 
8.7. Reservation of Rights. As between Dragos and Recipient, Dragos solely owns and retains all right, title and interest in and to the Dragos Technology and Dragos Data, and Recipient acknowledges that it neither owns nor acquires any rights in any of the foregoing not expressly granted by the Terms. Dragos reserves all rights not expressly granted in the Terms. 
8.8. No Source Code. Nothing in the Terms will be construed to give Recipient a right to use, or otherwise obtain access to, any source code from which the Offerings or any portion thereof is compiled or interpreted.
8.9. Aggregated Data. Recipient acknowledges that Dragos will be gathering, compiling and creating Aggregated Data based on Recipient’s use of the Offerings. Provided that Aggregated Data does not identify Recipient, any Authorized User, or Recipient’s Confidential Information, Dragos may use such Aggregated Data to the extent and in a manner consistent with applicable law or regulation and for purposes of data analysis, service and product enhancement and marketing.

9. NO WARRANTY. any and all OFFERINGS, products or services provided FOR FREE BY DRAGOS are PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAGOS EXPRESSLY DISCLAIMS ALL WARRANTIES, Terms OR CONDITIONS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, ANY WARRANTIES, Terms AND CONDITIONS OF MERCHANTABILITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. DRAGOS DOES NOT WARRANT THAT THE OFFERINGS, INCLUDING PRODUCTS OR ANY RELATED SERVICES, OR PROFESSIONAL SERVICES WILL MEET RECIPIENT’S REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED. DRAGOS DOES NOT GUARANTEE OR OTHERWISE WARRANT THAT ANY OFFERING WILL RESULT IN THE IDENTIFICATION, DETECTION, CONTAINMENT, ERADICATION OF, OR RECOVERY FROM RECIPIENT’S SYSTEM THREATS, VULNERABILITIES, MALWARE, MALICIOUS SOFTWARE, OR OTHER MALICIOUS THREATS.

10. LIMITATIONS OF LIABILITY. IN NO EVENT WILL DRAGOS BE LIABLE TO RECIPIENT OR ANY USER OF RECIPIENT 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, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES, EVEN IF DRAGOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DRAGOS SHALL HAVE NO LIABILITY FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $10,000 USD (UNITED STATES DOLLARS) FOR ANY CLAIMS ARISING FROM OR RELATING TO THE TERMS INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

11. COMPLIANCE WITH LAWS
11.1. Each Party agrees to comply with all Laws directly applicable to such Party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption, data protection and employment laws. 
11.2. Recipient acknowledges and agrees the Offerings shall not be used, transferred, or otherwise exported or re-exported to: (a) regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or a national or resident thereof to the extent prohibited by U.S. or E.U. laws; (b) a Prohibited Party; or (c) for any purpose prohibited by Export Administration Regulations (15 CFR Part 730 et seq.), the International Traffic in Arms Regulations (22 CFR Part 120 et seq.), the sanctions programs administered by the Office of Foreign Assets Control, and statutes, rules and executive orders affecting sanctions or international trade, including nuclear, chemical, or biological weapons proliferation or development of missile technology. 

12. U.S. GOVERNMENT END USERS
12.1. Commercial Items. The following applies to all acquisitions by or for any agency, department, division, or component of or within the U.S. Government (“Government End Users”) under any U.S. Government contract, grant, other transaction agreement, or other funding agreement. The Offerings are “commercial items,” as that term is defined in Federal Acquisition Regulation (“FAR”) § 2.101, and depending on the Offering, may consist of “commercial computer software” and “commercial computer software documentation,” as such terms are used in FAR § 12.211 and §12.212. In addition, Department of Defense FAR Supplement (“DFARS”) 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by Department of Defense agencies. Consistent with FAR § 12.211 and § 12.212 and DFARS § 227.7202-1 through § 227.7202-4, the Offerings are being licensed to Government End Users pursuant to the terms of this license(s) as customarily provided to the public and as set forth in this Agreement, unless such terms are inconsistent with United States federal law. Any use, modification, reproduction, release, performance, display, or disclosure of the Offerings by the U.S. Government must be in accordance with the license rights and restrictions described in this Agreement.

13. DATA PRIVACY AND SECURITY. To the extent that Recipient, through or in connection with the use of the Software, collects, uses, stores, processes, and discloses data from any other user or third party, Recipient hereby warrants that Recipient shall accurately and adequately, and in full compliance with applicable Privacy Laws, obtain consent and disclose how Recipient collects, uses, stores, processes and discloses data including, where applicable, that third parties may store, use, and process data while providing products and services to Recipient. 

14. TERM AND TERMINATION
14.1. The Terms will commence on the Effective Date and will remain in effect as long as Recipient is using the free products provided by Dragos or receiving free Services from Dragos subject to the termination rights herein. 
14.2. The Terms may be terminated at any time by either party: (i) effective immediately upon notice, or (ii) if any Party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors, or (iii) Recipient materially breaches the Terms, or (iv) if Dragos discontinues the program providing products and services to Recipient free of charge.
14.3. Effect of Termination. Upon expiration or termination of the Terms or any SOW or other agreement: (i) the rights and licenses granted to Recipient hereunder will terminate automatically; (ii) Recipient will return or destroy, at Dragos’s sole option, all Dragos Technology, Appliances, and Dragos Confidential Information in its possession or control related to the Offerings or Services received under the SOW or other agreement presented by Dragos, including permanent removal of such Dragos Technology and Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Recipient’s possession or under Recipient’s control, and at Dragos’s request, Recipient will certify in writing to Dragos its compliance with the provisions of this Section. 

15. MISCELLANEOUS.
15.1. Subcontracting. Dragos may use subcontractors, vendors and other third-party providers in the performance of its obligations hereunder as it deems appropriate; provided that Dragos remains responsible for the performance of each such subcontractor, vendor or third-party provider and its compliance with the terms of this Agreement. Dragos’s use of subcontractors, vendors and other third-party providers for the provision of its hosting environment, network, hosting infrastructure and certain software development related to Offerings is not subject to Recipient’s approval. 
15.2. Entire Agreement. The Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. These Terms may be incorporated by reference for the future purchase of products or services from Dragos.
15.3. Notices. Except as otherwise expressly permitted herein, all notices required or permitted to be given hereunder will be in writing and will be deemed effective when personally delivered, when received by electronic mail to the address listed below (when confirmed by the other party), or when delivered by overnight courier or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

Dragos Inc.
1745 Dorsey Road, Suite R
Hanover, MD 21076
Attention: General Counsel
Email: Legal@dragos.com

15.4. Amendment and Modification; Waiver. No amendment to or modification of the Terms is effective unless it is in writing and signed by an authorized representative Dragos. No waiver of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by Dragos. Except as otherwise set forth in the Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Terms will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15.5. Severability. If any provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other section or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any section or other provision is invalid, illegal, or unenforceable, Dragos will modify the Terms to affect their original intent as closely as possible.
15.6. Governing Law; Jurisdiction. These Terms will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, excluding its conflicts-of-law principles, with the exception of Recipients with principal offices located outside of North America, for which Dispute Resolution will be governed by the terms that may be accessed at www.dragos.com/international-dispute-resolution. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Wilmington, Delaware, and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply. Notwithstanding the foregoing, each Party reserves the right to file suit or action in any court of competent jurisdiction as such Party deems necessary to protect its intellectual property rights and, in Dragos’s case, to recoup any payments due.
15.7. Assignment. Dragos may assign the Terms without consent (i) to an Affiliate; (ii) to a surviving entity in case of merger, acquisition or sale of all or substantially all its shares or the assets to which the Terms relates or (iii) to a successor entity about an internal reorganization or entity conversion. Subject to the foregoing, the Terms will bind and inure to the benefit of each Party’s permitted successors and assigns.
15.8. No Third-Party Beneficiaries. Subject to Section 15.7, no provision of the Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.

16. DEFINITIONS

“Affiliate” means, with respect to either Party, any company, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such Party where “control” is defined as having rights to more than 50% of the equity, ownership or voting rights for such entity.

“Aggregated Data” means any technical, statistical or analytical data; correlative and/or contextual data; analytics and/or detections which are periodically gathered or aggregated in connection with Recipient use of an Offering, and which does not include data that would identify Recipient or any of its Authorized Users. For the avoidance of doubt, Aggregated Data includes data generated in connection with Recipient’s access, use and configuration of the Offerings and data derived from it (e.g., interacting with the Offerings), and also may include Machine-Generated Data, Threat Data and/or Neighborhood Keeper Data. 

“Appliance” means Dragos-supplied hardware devices that may be purchased by Recipient, including sensors and any devices onto which the Software may be pre-installed as specified in an Order. 

“Authorized User” means employees, agents, consultants, or contractors of the Recipient or its Affiliates who are authorized by Recipient to access and/or use the Offerings subject to the terms and conditions of the Terms  

“Documentation” means Dragos’s standard published documentation normally supplied with or made available to aid in the use, support and/or operation of the Offerings and any updates thereto, in any form, media or language provided. 

“Dragos Data” means (i) any Dragos Confidential Information; (ii) Aggregated Data; (iii) Machine-Generated Data; (iv) Threat Data; (v) Neighborhood Keeper Data; and (vi) all Intellectual Property Rights in the foregoing. 

“Dragos Marks” means the trade names, trademarks, logos and designations in or associated with the Offerings as designated by Dragos in writing from time to time.

“Dragos Platform” refers to the combination of Offerings (typically Software and an Appliance) that passively identifies Industrial Control Systems (“ICS”) network assets and potential threats, and provides step-by-step guidance to investigate incidents and respond. 

“Dragos Technology” means (i) Software; (ii) Dragos’s know-how, proprietary tools and data, trade secrets and other technologies embodied in the Offerings, or otherwise used by or on behalf of Dragos to provide the Offerings, including Dragos Tools; (iii) all improvements, modifications and derivative works of any of the foregoing; and (vi) all Intellectual Property Rights in the foregoing. 

“Dragos Threat Intelligence/WorldView” is a subscription-based collection of reports and webinars that provide detailed information about threat activity groups targeting ICS environments globally.

“Dragos Tools” means Dragos proprietary Software, hardware, tests, programs, or other tools that Dragos uses in performing Services, which may be specified in an applicable SOW.  

“Dragos Works” means (i) Dragos Threat Intelligence or WorldView, (ii) Dragos authored, created or developed research reports, spreadsheets, graphics, tables, charts, compilations of data, and assessment tools, formulas, and algorithms and all other Dragos proprietary content and material that Dragos has developed prior to or independently of this Agreement; and (iii) Dragos’s research methodologies, including but not limited to Dragos’s analysis methodology. 

“Error” means a reproducible failure of an Offering to perform in substantial conformity with its applicable Documentation. 

“General Terms” means the Terms and Conditions Applicable to all Offerings which operates as a framework agreement and provides the terms under which the Recipient may use Dragos’s various Offerings. 

“Hosted Software” means Dragos’s commercially available, internet-delivered, cloud-hosted software-as-a-service Offerings. 

“Intellectual Property Rights” mean any and all intellectual property rights worldwide arising under statutory law, common law or by contract and whether or not perfected, including without limitation: (i) trade dress, trademark and service mark rights; (ii) patents, patent applications, patent rights, design rights and utility models; (iii) rights associated with works or authorship including but not limited to copyrights, copyright applications, copyright registrations, mask works rights, mask work applications, mask work registrations and database rights; (iv) rights relating to trade secrets, know-how and confidential information; (v) any rights analogous to those set forth in this section and any other proprietary rights relating to intellectual property; (vi) divisionals, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, as hereafter created, filed, used or acquired, and whether registered or unregistered and (vii) any other intellectual property rights recognized throughout the world, including moral rights.

“Laws” mean all applicable federal, international, state, provincial, and local laws, statutes, acts, ordinances, rules, codes and regulations, executive orders and other official releases of or by any government, or any authority, court, department or agency thereof, including those in any jurisdiction from or in which the Offerings are provided or received, including Privacy Laws.

“Local Software” means Dragos’s commercially available proprietary software Offerings made available to Recipient for installation at Recipient’s premises or at/on other Recipient-controlled environments or systems as specified in the Order. Local Software may be provided via download or physical media or may be embedded on an Appliance. 

“Machine-Generated Data” means any machine-generated data, such as metadata derived from tasks, file execution, commands, resources, network telemetry, executable binary files, macros, scripts, and processes, code, system files, log files, dll files, login data, binary files, tasks, resource information, commands, protocol identifiers, URLs, network data which may be periodically gathered or aggregated in connection with Recipient use of an Offering but which excludes any data that could be used to identify Recipient or any of its Authorized Users.

“Neighborhood Keeper Analytics Framework” or “Neighborhood Keeper” means the secure cloud infrastructure and the analytics framework developed by Dragos that receives specifically designated types of pseudonymized telemetry data from participants and makes that data available to Neighborhood Keeper Program participants.  

“Neighborhood Keeper Data” means all data that is transmitted to the Neighborhood Keeper Analytics Framework from any source which may include Aggregated Data, Machine-Generated Data and/or Threat Data. 

“Neighborhood Keeper Program” means the collective defense and community-wide visibility solution that enables OT threat intelligence sharing at machine-speed among Participants.

“Offerings” means any product, service, subscription service or training offered by Dragos, including Software, OT Watch, Neighborhood Keeper and WorldView. 

“OT” means Operational Technology.

“OT-CERT” is an Operational Technology – Cyber Emergency Readiness Team designed to support asset owners and operators of industrial infrastructure providing cybersecurity resources for the Industrial Control System (ICS) /OT community.

“OT Watch” is an add-on to the Dragos Platform that provides asset visibility, vulnerability management, and threat detection and response via an experienced team of Dragos ICS/OT cybersecurity professionals.

“Party” or “Parties” means Dragos, Inc. and Recipient (individually or collectively as applicable).

“Patch Updates” means maintenance releases and error corrections and software security patches released by Dragos that are provided at no additional charge by Dragos to Recipients receiving Support.  

“Personal Data” means information provided by or for Recipient to Dragos or collected by Dragos from Recipient used to distinguish or trace a natural person’s identity, either alone or when combined with other personal or identifying information that is linked or linkable by Dragos to a specific natural person. Personal Data also includes such other information about a specific natural person to the extent that the data protection laws applicable in the jurisdictions in which such person resides define such information as Personal Data. 

“Privacy Laws” means U.S. federal, state and local and non-U.S. laws, including those of the European Union, that regulate the privacy or security of Personal Data and that are directly applicable to Dragos.

“Recipient Data” means all data, information, records and other content provided, uploaded, transmitted, inputted, edited, authored, generated, or otherwise submitted by Recipient or its Authorized Users under the Terms in connection with the Offerings.

“Services” means any professional services performed by Dragos for Recipient pursuant to an SOW or other Order, which may include incident response, architecture assessments, vulnerability assessments, tabletop exercises, threat hunting, penetration testing or readiness assessments. 

“Software” means Dragos’s proprietary Local Software or Hosted Software. 

“Statement of Work” or “SOW” means a mutually agreed executed written document describing the Services to be performed by Dragos for Recipient.   

“Support” means Dragos’s standard Software support services as described www.dragos.com/software-support-maintenance. 

“Term” means the term of this Agreement as specified in Section 14 of the  Terms.  

“Threat Data” means any malware, spyware, virus, worm, Trojan horse, indicators of compromise, threat behaviors or other potentially malicious or harmful code or files, URLs, DNS data, network telemetry, commands, processes or techniques, metadata, or other information or data that is related to potentially unauthorized third parties associated with the Threat Data and is collected or discovered during the course of using or receiving Dragos Offerings or Services, excluding any such information or data that identifies Recipient or to the extent that it includes Personal Data.

“Updates” means maintenance releases and error corrections (“Product Updates”) and files or rules released by Dragos (“Security Updates”) that are generally provided at no additional charge by Dragos to Recipients receiving Support.