AEGIS DIGITAL DEFENSE, LLC
MASTER SERVICES AGREEMENT (MSA)

Last Modified on January 2, 2026.

This Master Services Agreement (the “MSA”) sets out the terms between Aegis Digital Defense, LLC and its affiliates (“Aegis”, “our”, “we” or “us”) and you, acting either as an individual or a business entity purchasing a subscription to the Solution for its own use or on behalf of End Users (as defined below), or on behalf of your employer or another organization you represent (“Customer(s)” “Client(s)” “you” or “your”). We offer to our Customers a cybersecurity platform for end-point protection across networks, devices, users, and cloud applications, and other related services (the “Solution”). In addition, our website located at aegisdigitaldefense.com and aegis.sec-portal.io and its subdomains (the “Website”), offers visitors  information about our company, technology, and information concerning our Solution, as well as demos and trials of our Solution (if and to the extent Aegis makes them available). The Website together with the Solution and related services, except if specifically otherwise designated, shall be referred to herein as the “Services”.

The term “User(s)” refer to: (I) Customer; (II) Customer’s admin-user of the Solution (“Customer’s Admin”) and (III) End Users (as such term is defined below) who access and/or to use the Services under Customer’s account. Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.

By entering to, connecting to, accessing or using the Services, you acknowledge that you have read and understood the Master Services Agreement (the “MSA”), including our Privacy Policy located at aegisdigitaldefense.com (the “Privacy Policy”, and collectively MSA) and you agree to be bound by the MSA and to comply with all laws and regulations that apply to your use of the Services. This MSA together form a legal agreement (“Agreement”) between Aegis and your organization.

Customer warrants and affirms that it has the lawful right and authority to authorize Aegis’ Solution, including, but not limited to cyber security consulting, electronic monitoring, incident response, electronic discovery, and digital forensic examination of the Subject (defined as all types of media containing electronic information as outlined in the MSA), and the Subject is under Customer’s ownership, dominion, and control; and that there are no privacy protection issues under the Electronic Communications Privacy Act, and related laws and regulations not otherwise disclosed under the MSA or that privacy exceptions are compromised or violated by Customer’s engagement of Aegis in implementing the Solution on one or more of the Subject contemplated by the MSA. Client further represents and warrants that Customer has complied with any and all applicable Fair Credit Reporting Act rules, regulations, and issues related to the Solution under this MSA. Customer acknowledges that the MSA is for the rendering of the Solution, and the Subject is not a person for purposes of state or federal law relating to whether or not Aegis is engaging in investigation as opposed to examination when performing or rendering the Solution.

Attention – please read these terms carefully before using the Solution and/or services. If you do not agree to these terms, please do not enter, connect to, access or use the Services and/or Solution in any manner. If you use or access the Services on behalf of your employer or any organization, you hereby represent, agree and acknowledge that you have full legal authority to register to and use the Services on behalf of your employer or organization and to bind your employer or organization to these terms.

Any separate written agreement entered into between Aegis and Customer with respect to use and access to the Solution, shall take precedence over conflicting provisions in the MSA.

These terms govern your use of the Solution however they were acquired, including without limitation directly via the Aegis, or indirectly through a distributor, reseller, or other third party on its behalf authorized by Aegis (“Partner”). If Customer has purchased the subscription granted hereunder from a Partner, to the extent there is any conflict between these terms and the agreement entered between you and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and Aegis, these terms shall prevail. Any rights granted to you in such Partner Order Form which are not contained in the MSA, apply only in connection with such Partner. In that case, you must seek redress or realization or enforcement of such rights solely with such Partner and not Aegis. In this context, please note that: (I) we may grant access and administration privileges of our Solution to our Partners. This includes, but not limited to, the provision of permissions to manage, support and oversee aspects of the Solution in the provision of the services; and (ii) Aegis explicitly states that it does not assume liability for any actions taken by resellers, distributors, or other third parties in connection with support-related functions and account management, unless such actions have been explicitly instructed or authorized by Aegis.

1. The Services

   1. Aegis Solution. The Aegis Solution (“Solution”) is an online Software-as-a-Service (SaaS) platform, inline customized firewall network appliance, and/or cyber security consulting services. In order to use the Aegis Solution, Customer will need to provide Aegis with certain Customer’s internal operations data and information and thereby allow Aegis to collect, process and analyze such internal operations data, documents and information. Customer acknowledged and agreed that it (and not Aegis) has sole control over which information, or access are provided to Aegis.

   2. Modification of the Services. Aegis may continuously update its Solution with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Aegis may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Solution. Customer’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Solution. Customer may submit to Aegis written requests to change the scope of Services to be provided under the MSA. If so, Aegis may, at its discretion, consider such change requests, but Aegis has no obligation to do so. If Aegis elects to consider such a change request, then Aegis will promptly notify Customer if it believes that the change request requires an adjustment to the fees charged under the MSA or to the nature of Services to be performed under the MSA. In such event, the parties will negotiate in good faith a reasonable and equitable adjustment to the fees and/or Services to be performed, as applicable. Aegis will continue to perform Services pursuant to the MSA and will have no obligation to perform any change request unless and until the parties have agreed in writing to such an equitable adjustment.

2. Registration and Account

   1. Account Registration. In order to use the Services, Customer must register and open an account through the Website or as otherwise directed by Aegis (the “Aegis Customer Account”). To complete your Aegis Customer Account registration, we will require certain information which will include your name, organization name, e-mail and password as well as your consent for Aegis to receive and process your Customer Data (as defined below). We may allow the Customer’s Admin to enroll other individuals as users associated to the Aegis Customer Account; each mailbox accounts associated with Microsoft 365 or Google Workspace integrations that are active within the Solution, as illustrated in Identity Threat Detection & Response (ITDR) Security Control in the Solution shall be deemed as “End-User(s)”. Any End-User will be required to first register to the Aegis Solution and open an End User account (“Aegis End User Account”). The term “Aegis Account” will refer to the Aegis Customer Account and/or the Aegis End User Account, as the case may be.

   2. Account Security. You are responsible for maintaining the confidentiality of the login credentials of your Aegis Account and for all activities that occur under your Aegis Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Aegis Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Aegis Account if we determine that you or anyone on your behalf is using your Aegis Account in a manner that violates the MSA.

   3. Subscription Fee and Payment Method. To use the Solution, Customers must have Internet access, and pay the applicable Subscription fee in accordance with the Subscription plan you have chosen to enroll in (“Subscription Fee”). We may require you to execute an order form to allow you access or to subscribe to the Services (the “Order Form”), which may specify and include, among others, the Subscription Fee, the scope of the usage for the Solution, subscription plan and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by online forms executed electronically or agreed in writing (including via e-mail) that reflect the parties’ understanding with respect to the agreed scope of Subscription and Subscription Fee. The Customer is also required to provide us with a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through Aegis Account (“Payment Method”). Payment Method is processed by a third party service provider. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Details can be found by contacting your Payment Method service provider. To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial Subscription membership periods or unused Services. We may change the Subscription plans and/or increase the Subscription Fee from time to time, following providing you prior notice, which changes will apply to your next Subscription billing.

   4. Payment of Subscription Fee. Customer remains responsible for any uncollected Subscription Fees. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Aegis may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). In the event the Subscription Fee remains unpaid seven (7) calendar days or more from the payment due date, Aegis may, at its discretion, suspend access to the Solution until the Subscription Fee is paid in full and/or delete the Aegis Account. Customer shall be required to pay for all costs Aegis incurs in order to collect any past due amounts; These costs may include reasonable attorneys’ fees and other legal fees and costs.

   5. Overuse. Any Subscription Fee paid in advance for a limited scope of usage (e.g., number of devices) shall be reconciled with the Customer’s actual usage at the end of each billing period. Aegis reserves the right to perform true-up reconciliation and charge for any such usage that exceeds the Subscription plan purchased by the Customer. Unless otherwise agreed in writing, the applicable pricing shall be based on Aegis’ then-current price list. With respect to the SentinelOne integration made available by Aegis, it is hereby clarified that if the Customer utilizes more SentinelOne endpoint protection licenses than the quantity initially contracted, the Customer shall be charged the overuse fee set out in the Order Form for each additional endpoint license used beyond the purchased amount. Any overage charges will be included in the Customer’s next invoice in accordance with the applicable payment schedule. If no such invoice is scheduled, the Customer shall remit payment for the overage charges within fourteen (14) days of receiving notice from Aegis regarding the excess usage.  If payment is not duly paid for any kind of overuse, applicable interest will be applied and Aegis may suspend or terminate the Subscription, all in accordance with Section 2.4 above.

   6. Subscription Term and Aegis Account Termination. The Subscription will continue until terminated by the Customer or Aegis. The Customer can terminate the Subscription at any time, and will continue to have access to the Aegis Account through the end of the applicable billing period, and from that date, Customer (and End User, to the extent applicable), will no longer be able to access the Aegis Account and the permissions, rights and licenses granted to you under the MSA shall terminate. Aegis may terminate this Agreement and delete Customer’s Aegis Account by providing Customer notice before the lapse of Customer’s then-current Subscription plan. Unless the Customer provides Aegis with written notice of its intention not to renew a then-current Subscription at least 30 days prior to its expiration, the Subscription will automatically renew for successive periods equal in duration to the expiring Subscription term, at Aegis’ then-current pricing. ; Customer will be committed to paying the Subscription Fees for the next billing cycle and hereby authorizes Aegis to charge the applicable Payment Method with the applicable amounts. To terminate the Aegis Account and Subscription membership, you must email support@aegisdigitaldefense.com with the request to cancel services and return any Aegis equipment that the Customer has within 15 days of the Aegis confirmed cancelation date. If you terminate the Subscription membership, your Aegis Account will automatically close at the end of your current billing period. For the avoidance of doubt, Customer will still be liable to pay any amounts committed under the applicable Subscription plan until the end of the then-current Subscription period, regardless of usage and/or termination of the account by Customer. Please note that terminating your account may cause the loss and/or unavailability of content, features, or capacity with regard to your Aegis account. Aegis shall not be liable in any way for such unavailability and/or loss.

   7. Trial Subscription. Aegis may make the Solution (or any part of it) available to Customers for the purpose of evaluating the Solution for reduced fees or free of charge (“Trial Subscription”). The term of the Trial Subscription shall commence upon your first access to the Solution and continue until the earlier of (a) the end of the applicable Trial Subscription period agreed by the parties, (b) the start date of any Subscription to the Solution that Customer has purchased, or (c) termination of the Trial Subscription by Aegis for any reason, or for no reason at all, by sending you a termination notice with immediate effect. The Trial Subscription is provided by Aegis “as is” for limited evaluation and testing purposes only, and Aegis does not warrant that the Trial Subscription will operate without error or interruption. Aegis specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, noninfringement, title, quality, accuracy, and fitness for a particular purpose.

3. Intellectual Property Rights; License

   1. Aegis Intellectual Property. Any proprietary and intellectual property rights in and to the Solution and the Website including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Aegis’ trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein, are owned and/or licensed to Aegis or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, Israel law, foreign laws and international conventions.

   2. Your Use Rights. Subject to your compliance with the MSA, and unless otherwise agreed in writing between you and Aegis, Aegis grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Website and where you have purchased a subscription to use and access the Solution (a “Subscription”) in the scope of such Subscription, all solely for Customer’s internal business purposes, in accordance with the MSA. Except as stated above, no other rights in the Solution or the Services are granted. The Subscription membership and Service accessed through the Aegis Account are for Customer’s internal business use only and may not be shared with individuals or entities beyond your Subscription plan.

   3. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Website and/or the Solution, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Aegis and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Website and/or the Services, (iii) create a browser or border environment around the Website, and/or Solution, link, including in-line linking, to elements on the Website or Solution, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any illegal conduct and/or any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Content in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate the MSA. You hereby agree that upon Aegis’ request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of the MSA. Further, Customer’s deployment of Solution shall comply with the license grant applicable to each use case and be restricted to the environment specific to the Solution type purchased. For illustrative purposes, workstation licenses must only be deployed on workstations and must not be deployed on cloud and/or servers. Any deployment of licenses in unintended environments shall entitle Aegis to charge Customer the corresponding fees based off of Aegis’ then-current price list. Customer acknowledges that the Solution may be subject to export control laws and regulations of the United States, Israel, and other applicable jurisdictions (“Export Controls”), and represents and warrants that: (i) it is not located in, and will not use, export, re-export, import, or otherwise make the Solution (or any portion thereof) available in or to any person, entity, organization, jurisdiction, or circumstance that would violate applicable Export Controls; (ii) it is not incorporated under the laws of, operating from, or ordinarily resident in any country or territory subject to comprehensive U.S. or Israeli economic or trade sanctions (currently including, but not limited to, Cuba, Lebanon, Iran, Syria, North Korea, and the Crimea region of Ukraine), and is not listed on any restricted party list, including the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List, nor otherwise a target of U.S. or Israeli sanctions. Without limiting the foregoing, Customer shall comply with all applicable Export Controls in connection with its use of the Solution.

   4. Feedback. In the event that Users provide Aegis with any suggestions, comments or other feedback relating to Aegis’ Services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is and will be deemed as the sole and exclusive property of Aegis and you hereby irrevocably assign to Aegis all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to Aegis and shall promptly inform Aegis as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.

   5. Third Party Components. The Services may use or include third parties products, services, software, files, and components that are subject to third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and the MSA, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Without derogating from Aegis’ warranties under the MSA, Aegis disclaims all liability related to any Third Party Components utilized in the Services. You acknowledge that we are not responsible for the products and services provided by such third parties, and that the Aegis is not the author or owner of any Third Party Components, and that Aegis makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.

4. Confidentiality

   1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Solution in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.

5. Our Privacy Policy; Customer Data

   1. Aegis Privacy Policy. We respect the privacy of our users and are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. Such personal data may be obtained directly from End Users or Customer Admins (as data subjects) or from the Customer Admin or as part of the Customer Data provided by the Customer, all in accordance with the Privacy Policy.

   2. Collection and Processing of Personal Data. Aegis and Customer hereby acknowledge and agree that to the extent any personal data (as such term is defined under any applicable law) is transferred by Customer to Aegis in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including, data protection laws, (ii) Customer shall ensure to make all necessary disclosures and obtain all required consents under applicable laws, in order to transfer such Customer Personal Data to Aegis for the purposes of performance of this Agreement, (iii) Aegis shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with this Agreement, and (iv) to the extent necessary under applicable law, Aegis and Customer shall enter into a Data Processing Addendum which shall govern the collection and processing of any such Customer Personal Data.

   3. Authorization to share Customer Data. You hereby represent and warrant that you have the full right, permissions, and consents to use and share any data and information you make available to us through the Services (together “Customer Data”) under the MSA.

   4. Use of Customer Data. You hereby grant Aegis a non-exclusive, non-assignable, non-transferable license to use Customer Data you made available to us in the scope of your use or access to the Services (including for the collection storage, processing, analysis, display, transfer and creation of derivatives, thereof) for the purpose of providing the Services to you and to the organization with which your account is associated, as contemplated hereunder.

   5. Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Aegis a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been anonymized and that cannot be used to identify or otherwise understood to be related to you or to the organization with which your account is associated with or third party, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).

   6. Deletion of Customer Data. Upon termination of the Services, whether by Customer’s request or at Aegis’ discretion and in accordance with the MSA, Aegis will delete any and all information provided by the Customer in accordance with the MSA and any analysis results provided by Aegis to Customer as part of the Services.

6. Services Availability

   1. The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and Aegis’ service providers and contractors. Aegis will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Aegis does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.

7. Additional Third Party Terms

   1. Aegis may offer Customers the option to subscribe to third-party services that are integrated with the Solution. If the Customer chooses to purchase, access, or use any of these services, such actions are subject to the Customer’s acceptance of and compliance with the following additional terms:
      (i) If the Customer purchases integrated services provided by SentinelOne, Inc. or its affiliates (whether through an Order Form, Partner Order Form, or directly via the Solution), the Customer agrees to the terms and conditions outlined in the MSA.
      (ii) If the Customer purchases Check Point’s Harmony Email Security services offered by Check Point Software Technologies Ltd. or its affiliates (whether through an Order Form, Partner Order Form, or directly via the Solution), the Customer agrees to the Terms of Service available at Check Point’s website: https://www.checkpoint.com/about-us/cloud-terms/ or at any successor web address; and the Check Point Privacy Policy available at Check Point’s website: https://www.checkpoint.com/privacy/ or at any successor web address.

8. Term and Termination

   1. Term. This Agreement is effective upon (i) Customer’s acceptance of the MSA, or (ii) the effective date of an applicable Order Form, whichever occurs first, and ending upon the termination of the Subscription as set forth in Section 2 or Section 8.2 below.

   2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within fourteen (14) days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.

   3. Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein provided hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to Aegis, accruing prior to the date thereof, according to this Agreement and all Order Forms. Sections 3, 4, 7, 8, 10, 11, 13 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.

   4. Switching Rights for EU/EEA Customers. A Customer domiciled in a member state of the European Union or European Economic Area may, at any time during the subscription term, initiate a request to switch to another data processing service provider or to its own infrastructure by sending a written notice to support@aegisdigitaldefense.com, subject to a two-month notification period. Aegis shall provide reasonable assistance to facilitate such switching in accordance with applicable laws, including Regulation (EU) 2023/2854 (the “Data Act”). Upon completion of the two-month notification period, or earlier if Customer confirms in writing that the data migration has been successfully completed,  the relevant Order Form shall automatically terminate. For the avoidance of doubt, Customer remains liable for all fees accrued prior to the termination date. Customer shall pay any remaining subscription fees for the remainder of the term of the relevant Order Form(s) (or Partner Order Form, as applicable) as an early termination fee, which the parties acknowledge does not constitute a switching fee under the Data Act. Aegis shall not impose any penalties related to the switching process.

9. Disclaimer of Warranties

   1. Aegis does not warrant or make any representations regarding the use, the inability to use or operate, or the results of the use or operation of the Services (or any part thereof). The Services and the Solution, including without limitation any content, materials, data and information made available therethrough or related thereto, are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied, including warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose or use. Aegis and its affiliates, including any of their respective officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries and other affiliates (collectively,  Aegis Affiliates”), jointly and severally, disclaim and make no representations or warranties as to the usability, accuracy, quality, availability, reliability, suitability,  completeness, legality, truthfulness, usefulness, or effectiveness of the Services and of any content, data, results, or other information available, obtained or generated in connection with your or any User’s use of the Services. The evaluation of threats and vulnerabilities through the Solution is conducted in accordance with the industry standard and based on the known vulnerabilities at the time the evaluation is performed. The Customer acknowledges and agrees that security is a continuously evolving field and that no single test or evaluation can ensure the complete security of your systems, applications, or networks. By using the Solution, the Customer acknowledges and accepts that any findings generated by the Solution represent a point-in-time evaluation. These findings may change over time due to updates in the Customer’s network, implementation of security updates, changes in configurations, or other variable factors beyond Aegis’ control.

   2. Aegis does not warrant that the operation of the Services, Solution and/or Website is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations. You agree and acknowledge that the use of the Services and/or Website, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.

   3. Customer acknowledges and agrees that, in providing the services, Aegis may utilize artificial intelligence (AI) and machine learning (ML) technologies, including those developed and maintained by third-party providers (“AI Tools”). These AI tools are integrated to enhance functionality, optimize performance, or otherwise improve the Solution. While Aegis endeavors to ensure the accuracy, reliability, and security of these AI tools, the outcomes and insights generated by AI tools may be influenced by inherent model constraints and other factors.

10. Indemnification

    1. Customer release, and agree, at your own expense, to indemnify, defend and hold harmless Aegis, our officers, directors, employees, agents and affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees related in any way to: (I) your breach of any term or condition of these terms, (ii) your use of, reliance on or access to the Services; (iii) any rights of a third party with regard to your customer data, including privacy or intellectual property rights. We will provide you with written notice of such claim, suit or action and we will allow you to assume the exclusive defense and control of any matter subject to indemnification by you hereunder as long as you conduct such defense diligently.

11. Limitation of Liability

    1. Except with respect to damages arising from Aegis’ gross negligence or willful misconduct, and except where prohibited by law, in no event shall Aegis and/or any of Aegis’ affiliates be liable for any damages whatsoever, including direct, indirect, special, incidental or consequential damages of any kind, resulting from or arising out of the Services, use or inability to use the Services, failure of the Services to perform as expected, loss of goodwill, loss of data or profits, the performance or failure of Aegis to perform under these terms, and any other act or omission of Aegis by any other cause whatsoever, including without limitation damages arising from the conduct of any users.

    2. If, notwithstanding the other provisions of these terms, Aegis is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Aegis’ liability shall in no event exceed the fees paid by customer to Aegis under applicable Subscription fees during the twelve (12) months period immediately preceding the date on which the cause of action arose, and if no fees were charged, then Aegis’ liability shall not exceed $1,000 USD. SUCH REMEDY SHALL BE AVAILABLE ONLY IN THE EVENT THAT CLIENT REPORTS IN WRITING ANY BREACH OF AEGIS’S WARRANTY WITHIN TEN (10) DAYS OF SUCH BREACH, AND PROVIDES DOCUMENTATION OF SUCH BREACH. IN NO EVENT SHALL AEGIS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, BUSINESS DATA AND THE LIKE) ARISING IN CONNECTION WITH THE SOLUTION AND AEGIS’S SERVICES OR THE AGREEMENT, EVEN IF AEGIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you. In any case no action may be brought by you in connection with the Services more than one (1) year after the accrual of such cause of action.

    3. The limitations, exclusions and disclaimers in this section shall apply to all claims for damages, whether based in an action of contract, warranty, strict liability, negligence, tort, or otherwise. You hereby acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Aegis’ provision of the Services to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if Aegis and/or any Aegis affiliates has been advised of the possibility of such liabilities and/or damages. For the avoidance of doubt, this Section 11 (“Limitation of Liability”) shall apply to any Subscription purchased through Aegis or any of Aegis’ Partners. 

12. Amendments to the MSA

    1. Aegis may change the MSA from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to the MSA on the homepage of the Website and/or we will send you notifications regarding such changes to the e-mail address available in your Aegis Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to the MSA are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

13. General

    1. Relationship of the Parties. The MSA does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

    2. Governing Law and Jurisdiction. Aegis and Customer agree that all disputes, controversies, or claims relating to the MSA and/or Solution rendered to, or expenses incurred for, Customer, including but not limited to any billing matters, the validity and enforceability of this MSA, and any issue relating to the arbitrability of this MSA, shall be promptly resolved exclusively by binding arbitration, pursuant to the Commercial Rules of the American Arbitration Association, by a single, licensed attorney arbitrator, appointed in accordance with those rules at, and in Cleveland County, Oklahoma, and which all costs and fees of same, including attorney fees and costs, shall be borne by the non-prevailing party. The laws of the State of Oklahoma shall govern the validity, construction, enforcement, and interpretation of the MSA without regard to conflicts of laws. The MSA contains the entire agreement between the Customer and Aegis regarding the Solution to be performed by Aegis, and the fees charged, the expenses to be paid, and supersedes all prior oral or written agreements.

    3. Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under the MSA, without Aegis’ prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Solution and Services (or any part thereof) to a third party without your consent or providing any prior notice.

    4. Severability. If any provision of the MSA is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the MSA and will not affect the validity and enforceability of any remaining provision.

    5. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

    6. Without limitation, you agree that a printed version of the MSA and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the MSA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

    7. This MSA shall not be revised or amended except in writing executed by both Customer and AEGIS. Subject to the restrictions on assignment contained herein, the MSA shall be binding upon Customer’s heirs, executors, administrators, other legal representatives, successors, and assigns for which no Customer assignment shall be made without the prior written consent of AEGIS. If any provision of the MSA is determined to be unenforceable, the MSA shall be considered divisible as to such provision, and the remainder of the MSA shall be valid and binding as if such provision were not included in the MSA. Failure of either party to insist upon the strict performance of any provision of the MSA, or to exercise any option, right, remedy, or power contained in the MSA will not constitute a waiver or relinquishment of any other right hereunder or of any other subsequent breach or default. The MSA may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. AEGIS and Customer agree to accept each other’s electronic signatures as if they were originals. AEGIS and Customer agree to accept information, communications, and billing through electronic communications, including email, at the email address provided by Customer to AEGIS. The MSA is made effective on the date listed on Customer Request for Services of the MSA, any AEGIS approved Customer service request forms, or the date AEGIS commenced providing Solution to the Customer, whichever comes first.

Schedule 1
Additional Third-Party Terms

Customer’s use of SentinelOne, Inc. (“SentinelOne”) functionalities as integrated with the Aegis Services (“S1 Solution”) shall be subject to the MSA and the following supplementing terms and conditions: 

1. All Claims between Aegis and Customer. Customer (on behalf of itself and the End Users associated to its account) agrees that it will bring all claims under this Agreement as well as any claims arising out of its related use of S1 Solution against Aegis and will not make any claim directly against SentinelOne. Customer agrees that SentinelOne has no obligation or liability to Customer under this agreement.

2. Solution Use. Customer may only use S1 Solution for its internal business security and operations (i.e., including provision of the subscription licenses to its End-Users), in accordance with the applicable documentation in conjunction with the Services.

3. Restrictions on Use. Customer and End Users may not do any of the following: (i) modify, disclose, alter, translate or create derivative works of the S1 Solution (or any components thereof) or any accompanying Documentation; (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the S1 Solution (or any components thereof) or any Documentation (for clarity, provision of subscription licenses to the S1 Solution by Customer to its associated End Users as permitted under the Agreement and in accordance with these Additional Third-Party Terms, shall not be deemed a restricted resell); (iii) use the S1 Solution for commercial or business uses not contemplated in Services such as offering S1 Solution to the benefit of other third-parties, Solution may only be used as directly related to Customer’s internal business operations and in conformity with the Documentation; (iv) use the S1 Solution in violation of any laws or regulations, including, without limitation, to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material in violation of third-party privacy rights; (v) use the S1 Solution to store, transmit or test for any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (vi) probe, scan or test the efficacy or vulnerability of the S1 Solution, or take any action in an effort to circumvent or undermine the S1 Solution, except for the legitimate testing of the S1 Solution in coordination with S1 Solution and SentinelOne, in connection with considering a subscription to the S1 Solution as licensed herein; (vii) attempt or actually disassemble, decompile or reverse engineer, copy, frame or mirror any part or content of the S1 Solution, or otherwise derive any of the S1 Solution’ source code; (viii) access, test, and/or use the S1 Solution in any way to build a competitive product or service, or copy any features or functions of the S1 Solution; (ix) interfere with or disrupt the integrity or performance of the S1 Solution; (x) attempt to gain unauthorized access to the S1 Solution or their related systems or networks; (xi) disclose to any third party or publish in any media any performance information or analysis relating to the S1 Solution; (xii) fail to maintain all copyright, trademark and proprietary notices on the S1 Solution and any permitted copy thereof; or (xiii) cause or permit any S1 Solution user or third party to do any of the foregoing.