Last Updated: September 2, 2026

ManagedDEX End User License Agreement

This End User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between RavenTek Solution Partners, LLC (“RavenTek”) and the person or entity identified on the Order Form as the licensee of Talon (“Licensee”).

RAVENTEK PROVIDES MANAGEDDEX SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR CHECKING THE “ACCEPT” BOX PRESENTED AT FIRST LAUNCH OF MANAGEDDEX, SUBMITTING OR ACCEPTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR USING ANY OTHER AFFIRMATIVE ELECTRONIC ACCEPTANCE MECHANISM PRESENTED BY RAVENTEK, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, RAVENTEK WILL NOT AND DOES NOT LICENSE MANAGEDDEX TO LICENSEE AND YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE, SUPPORT SERVICES OR DOCUMENTATION.

RAVENTEK CAPTURES AND RETAINS A RECORD OF EACH ACCEPTANCE OF THIS AGREEMENT, INCLUDING THE ACCEPTING PARTY’S IDENTITY (INCLUDING SSO OR TENANT IDENTITY), THE UTC DATE AND TIMESTAMP OF ACCEPTANCE, THE SOURCE IP ADDRESS, THE APPLICABLE TENANT OR CLUSTER, AND THE VERSION IDENTIFIER (OR HASH) OF THE TERMS ACCEPTED. SUCH RECORD CONSTITUTES EVIDENCE OF LICENSEE’S ACCEPTANCE OF, AND THE VERSION OF THIS AGREEMENT APPLICABLE TO, THE RELEVANT ACCEPTANCE EVENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY COPY OF THE SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY FROM RAVENTEK OR AN AUTHORIZED RAVENTEK CHANNEL OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE.

1. Definitions

For purposes of this Agreement, the following terms have the following meanings:

“Aternity” means the Aternity software and services that RavenTek makes available to Licensee as a component of the ManagedDEX offering under RavenTek’s license from Riverbed (also referred to in this Agreement as the “Bundled Aternity Component”), including any updates thereto that RavenTek makes available to Licensee as part of ManagedDEX. For all purposes of this Agreement, the Bundled Aternity Component is provided by RavenTek as a component of ManagedDEX under RavenTek’s license from Riverbed, RavenTek (not Licensee) is responsible for obtaining and maintaining that underlying Aternity license, and the Bundled Aternity Component is not a Third-Party Platform, a Third-Party Material, or a Customer-Authorized Data Source.

“Authorized Users” means solely those employees, contractors, agents, or other individual users of Licensee authorized to access or use Talon pursuant to the license granted under this Agreement, as set forth on the Order Form or otherwise approved by RavenTek in writing.

“Customer Environment” means, collectively, Licensee’s Customer-Authorized Data Sources and Third-Party Platforms and the related credentials, API keys, tokens, connectors, configurations, and access rights supplied or authorized by Licensee. For clarity, Customer Environment does not include Customer Data.

“Documentation” means RavenTek’s user manuals, technical materials, release notes, implementation guides, and end user documentation relating to Talon provided or made available by RavenTek to Licensee, including any documentation available at https://docs.talonmsp.com (or in-console at https://msp.talonmsp.com/docs).

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Fees” means the fees paid or required to be paid by Licensee for the license granted under this Agreement and any related Talon subscription, support, or professional services described in the Order Form. All Fees are exclusive of, and Licensee is responsible for, all sales, use, value-added, goods and services, withholding, and similar taxes, levies, and duties, however designated, except for taxes based on RavenTek’s net income. If Licensee is required by applicable law to withhold or deduct any taxes from payments due to RavenTek, Licensee shall increase the payment amount so that RavenTek receives the full Fee amount it would have received had no such withholding or deduction been made.

“Managed Endpoint” means an endpoint that is counted as a “License In Use” (LiU) unit by the Bundled Aternity Component or a connected Customer-Authorized Data Source or Third-Party Platform and that is managed through Talon. “License In Use” or “LiU” means a unique active endpoint or device license reported by the Bundled Aternity Component or a connected Customer-Authorized Data Source or Third-Party Platform as actively monitored, managed, or licensed during the applicable measurement period. For clarity, Talon is not installed on a Managed Endpoint; Talon communicates only with the applicable digital employee experience (DEX) platform or component and meters usage by reference to the License In Use count that the Bundled Aternity Component or such platform reports for the relevant account, cluster, or tenant. Unless otherwise specified in the Order Form, the Managed Endpoint is the sole unit of measurement for the license, and all Order Form quantities, overage, and true-up under Section 6 are calculated by reference to Managed Endpoints.

“ManagedDEX” means RavenTek’s managed digital employee experience offering, consisting collectively of (a) Talon, (b) the Aternity software and services that RavenTek makes available to Licensee as a component of the offering under RavenTek’s license from Riverbed (the “Bundled Aternity Component”), and (c) the support, managed digital employee experience, and professional services provided under the Software Support Services Agreement attached as Schedule B.

“Order Form” means the order form, online order, statement of work, quote, purchase document, or other ordering document submitted by or on behalf of Licensee, and accepted by RavenTek, for Licensee’s purchase of the license for Talon granted under this Agreement.

“Party” means RavenTek or Licensee, individually, and “Parties” means RavenTek and Licensee, collectively.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Riverbed” means Riverbed Technology LLC and its affiliates, the licensor of the Aternity software and services from which RavenTek obtains the Bundled Aternity Component.

“Software” means, collectively, Aternity and Talon, in each case as provided by RavenTek to Licensee as part of the ManagedDEX offering; provided that provisions of this Agreement addressing the installation, copying, reverse engineering, or other software-specific handling of Talon continue to refer to Talon only.

“Software Support Services Agreement” means the Software Support Services Agreement attached to this Agreement as Schedule B.

“Talon” means RavenTek’s proprietary Windows optimization, remediation, orchestration, and managed digital employee experience enablement utility described in the Order Form in object code format, including any Updates provided to Licensee pursuant to this Agreement. Talon may be configured to ingest, process, analyze, or act upon Aternity, Microsoft, endpoint, device, application, performance, telemetry, ticketing, identity, asset, or other customer-authorized data feeds or exports (collectively, “Customer-Authorized Data Sources”). Talon is licensed as an enhancement and middleware layer for Customer-Authorized Data Sources and not as a substitute for any Third-Party Platform unless expressly stated in an Order Form or other written agreement signed by RavenTek.

“Third Party” means any Person other than Licensee or RavenTek.

“Territory” means the countries and territories set forth in the Order Form or otherwise authorized by RavenTek in writing and, unless otherwise specified, worldwide except for any jurisdiction to which export, re-export, release, or provision of Talon is prohibited or restricted under applicable law (including US export control and sanctions laws). Notwithstanding the foregoing, the Bundled Aternity Component is made available only within the United States, Canada, and Mexico (the “Aternity Territory”), reflecting the scope of RavenTek’s license from Riverbed, and no right is granted under this Agreement to access, use, export, or release the Bundled Aternity Component outside the Aternity Territory, regardless of the broader Territory in which Talon is licensed.

“Updates” means any updates, bug fixes, patches, enhancements, connectors, scripts, rules, workflow changes, or other error corrections to Talon that RavenTek generally makes available to similarly situated licensees of Talon as part of the applicable license or support entitlement.

2. License Grant and Scope

Subject to and conditioned upon Licensee’s payment of the Fees and Licensee’s compliance with all terms and conditions set forth in this Agreement, RavenTek hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, limited license, during the Term, within the Territory, and solely by and through its Authorized Users, to the following (for clarity, the “non-sublicensable” restriction limits Licensee’s ability to grant further sublicenses and does not restrict RavenTek from making the Bundled Aternity Component available to Licensee as a component of ManagedDEX under RavenTek’s license from Riverbed):

  1. Install, access, and run Talon in accordance with the Documentation to manage up to the number of Managed Endpoints set forth on the Order Form, solely for Licensee’s internal business operations, endpoint optimization, remediation, monitoring, and support use cases. For clarity, Talon is not installed on Managed Endpoints; Talon communicates with the Bundled Aternity Component and any connected Customer-Authorized Data Sources and Third-Party Platforms and meters usage by the License In Use count reported by the applicable component or platform. In addition to the foregoing, Licensee may make a reasonable number of copies of Talon solely for archival, backup, disaster recovery, staging, testing, or deployment purposes, provided that Licensee shall not, and shall not allow any Person to, install or use any such copy except as permitted by this Agreement and the Order Form. All copies of Talon made by the Licensee:
    1. will be the exclusive property of RavenTek;
    2. will be subject to the terms and conditions of this Agreement; and
    3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
  2. Access and use the Bundled Aternity Component, as made available by RavenTek as a component of ManagedDEX and solely within the Aternity Territory, solely in connection with Licensee’s licensed use of Talon, solely for Licensee’s internal business operations, and up to the number of Managed Endpoints set forth on the Order Form. The Bundled Aternity Component is provided by RavenTek under RavenTek’s license from Riverbed, which is limited to the Aternity Territory, and RavenTek is responsible for obtaining and maintaining that underlying Aternity license. RavenTek has no obligation to make the Bundled Aternity Component available with respect to any Managed Endpoint located outside the Aternity Territory, and Managed Endpoints outside the Aternity Territory may be managed through Talon using Customer-Authorized Data Sources or Third-Party Platforms other than the Bundled Aternity Component. If the underlying Aternity license is terminated, suspended, or materially restricted by Riverbed for reasons outside RavenTek’s reasonable control, RavenTek may modify, substitute, or discontinue the Bundled Aternity Component upon reasonable written notice to Licensee, and Licensee’s sole remedy shall be a pro-rata adjustment of Fees attributable to the Bundled Aternity Component for the affected period. Licensee’s access to and use of the Bundled Aternity Component are subject to, and Licensee shall comply with, the applicable Riverbed and Aternity end-user terms and program requirements that RavenTek makes available or passes through to Licensee. Licensee shall not access or use the Bundled Aternity Component other than as part of ManagedDEX in accordance with this Agreement, and any breach of such Riverbed or Aternity terms by Licensee or any of its Authorized Users is also a breach of this Agreement.
  3. Use and run the Software as properly installed or accessed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee’s internal business purposes, including to ingest, process, analyze, correlate, and generate recommendations, remediations, scripts, dashboards, alerts, and reports from Customer-Authorized Data Sources.
  4. Download or otherwise make a reasonable number of copies of the Documentation and use such Documentation solely in support of its licensed use of Talon in accordance herewith. All copies of the Documentation made by Licensee:
    1. will be the exclusive property of RavenTek;
    2. will be subject to the terms and conditions of this Agreement; and
    3. must include all Intellectual Property Rights notices contained in the original.
  5. Transfer any copy of Talon from one permitted endpoint or environment to another, provided that:
    1. the number of Managed Endpoints managed through Talon at any one time does not exceed the number permitted under the Order Form; and
    2. Licensee maintains accurate deployment records and provides such records to RavenTek upon reasonable request.

3. Third-Party Platforms and Materials

Talon may interoperate with Customer-Authorized Data Sources and third-party platforms, including Microsoft services, endpoint management tools, ticketing systems, identity providers, asset repositories, and other Licensee-authorized systems (collectively, “Third-Party Platforms”). As provided in the definition of Bundled Aternity Component, the Bundled Aternity Component is licensed to Licensee as part of ManagedDEX under Section 2. Except for the Bundled Aternity Component, this Agreement does not grant Licensee any right to access or use any Third-Party Platform. Except with respect to the Bundled Aternity Component, Licensee is solely responsible for obtaining and maintaining all licenses, subscriptions, permissions, consents, credentials, API keys, connectors, configurations, and access rights required for Talon and RavenTek to ingest, access, process, or transmit data from or to any Third-Party Platform, including any Aternity tenant that Licensee separately elects to connect using its own subscription and any API, export, credential, or data set. Licensee authorizes RavenTek to access and use the Customer Environment and Customer Data solely as necessary to provide, configure, secure, support, maintain, troubleshoot, improve, and enforce ManagedDEX and related services under this Agreement. Licensee shall comply with all third-party terms and program requirements applicable to Third-Party Platforms and any third-party software, content, data, or other materials used with Talon, including any eligibility, registration, named-account, public-sector, minimum license, minimum term, use-case, or access requirements applicable to Licensee or its use of Talon with such Third-Party Platform. Any breach by Licensee or any of its Authorized Users of such third-party terms or program requirements is also a breach of this Agreement.

4. Use Restrictions

Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:

  1. use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;
  2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation, except Authorized Users and Licensee-authorized service providers acting solely for Licensee’s internal business purposes and subject to written obligations at least as protective as this Agreement, provided that endpoints managed by or through such service providers shall count toward the applicable Managed Endpoint limits set forth in the Order Form and Licensee shall remain fully responsible and liable for all acts and omissions of such service providers;
  3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Talon or Documentation or any part thereof;
  4. combine Talon or any part thereof with, or incorporate Talon or any part thereof in, any other programs, except for integrations with Customer-Authorized Data Sources configured in accordance with the Documentation and the Order Form;
  5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, non-public APIs, models, rules, scripts, logic, algorithms, or architecture of Talon or any part thereof;
  6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with Talon or Documentation, including any copy thereof;
  7. except as expressly set forth in this Agreement, copy Talon or Documentation, in whole or in part;
  8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, managed service, software as a service, cloud, or other technology or service; provided that managed-service, multi-tenant, service bureau, software-as-a-service, white-label, and similar use of the Software, and any use of the Software to manage, monitor, remediate, or support endpoints of any third party or end client, is available only under a separate written MSP, partner, or channel agreement signed by RavenTek, and nothing in this Agreement grants any such right;
  9. use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems in which the Software directly controls physical processes or safety-critical functions, including:
    1. power generation systems;
    2. aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
    3. safety-critical applications, including medical or life-support systems and vehicle operation applications where failure could reasonably be expected to result in death or serious bodily injury; and
    4. weapons systems or real-time combat systems where failure could directly result in loss of life or physical destruction.
  10. use the Software, Documentation, any Customer-Authorized Data Source, any Third-Party Platform, or any third-party platform credentials in violation of any law, regulation, rule, third-party terms, or Licensee authorization;
  11. use the Software or Documentation for purposes of competitive analysis of Talon, the development of a competing software product or service, benchmarking, performance testing, publication or disclosure of Talon test results, or any other purpose that is to RavenTek’s commercial disadvantage, in each case unless expressly authorized by RavenTek in a separate written agreement. Licensee shall not submit to the Software any protected health information, cardholder data, non-public personal information subject to the Gramm-Leach-Bliley Act, biometric or genetic identifiers, personal information of children under sixteen, special category or sensitive data, or any classified, controlled unclassified or export-controlled information, in each case unless RavenTek has signed a written addendum expressly permitting it.

5. Responsibility for Use of Talon, Data Sources, and Credentials

Licensee is responsible and liable for all uses of Talon and Documentation through access thereto provided by Licensee, directly or indirectly, and for the Customer Environment and all data exports and instructions supplied or authorized by Licensee. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to Talon, Documentation, and the Customer Environment by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access, whether such access or use is permitted by or in violation of this Agreement.

6. Compliance Measures

  1. Talon may contain technological copy protection, license management, security, telemetry, logging, or other features designed to prevent unauthorized use of Talon, protect Customer Data, support authorized integrations, or detect use of Talon that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to any such copy protection, security, telemetry, logging, or license management features.
  2. On RavenTek’s written request, whether made at RavenTek’s discretion or following a telemetry-flagged or otherwise reasonably suspected overage or other event indicating potential noncompliance, Licensee shall conduct a review of its and its Authorized Users’ use of Talon and certify to RavenTek in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance:
    1. Licensee shall immediately remedy such noncompliance and provide RavenTek with written notice thereof. Licensee shall provide RavenTek with all access and assistance as RavenTek reasonably requests to further evaluate and remedy such noncompliance.
    2. If Licensee’s use of Talon exceeds the number of Managed Endpoints permitted under the license, RavenTek may exercise all remedies available under Section 6.4.
  3. During the Term, RavenTek may audit Licensee’s use of Talon to ensure Licensee’s compliance with this Agreement, provided that any such audit shall be conducted on not less than thirty (30) days’ prior notice to Licensee and in a manner designed not to unreasonably interfere with Licensee’s business operations. RavenTek also may audit Licensee’s systems within six (6) months after the end of the Term to ensure Licensee has ceased use of Talon and removed all copies of Talon from such systems as required hereunder. The Licensee shall reasonably cooperate with RavenTek’s personnel conducting such audits and provide all reasonable access requested by RavenTek to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, Managed Endpoint counts, License In Use (LiU) reports and counts from the connected Customer-Authorized Data Sources and Third-Party Platforms, deployment records, integration records, logs, and related information. RavenTek shall only examine information reasonably related to Licensee’s use of Talon and Licensee’s compliance with this Agreement.
  4. If the audit or any of the measures taken or implemented under this Section 6 determines that the Licensee’s use of Talon exceeds or exceeded the use permitted by this Agreement then:
    1. Licensee shall, within thirty (30) days following the date of such determination by Licensee or RavenTek’s written notification thereof, pay to RavenTek the retroactive Fees for such excess use and, unless RavenTek terminates this Agreement pursuant to this Agreement, obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement. In determining the Fees payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of Talon shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by RavenTek hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined at RavenTek’s then-current list prices.
    2. If the use exceeds or exceeded the use permitted by this Agreement by more than five percent (5%), Licensee shall also pay to RavenTek, within thirty (30) days following the date of RavenTek’s written request therefor, RavenTek’s reasonable costs incurred in conducting the audit.
    3. If the use exceeds or exceeded the use permitted by this Agreement by more than ten percent (10%), RavenTek shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee.

RavenTek’s audit and compliance remedies are cumulative and are in addition to, and not in lieu of, all other remedies RavenTek may have at law or in equity, whether under this Agreement or otherwise.

7. Maintenance and Support

  1. Subject to this Agreement and the applicable Order Form, the license granted hereunder entitles Licensee only to the Talon maintenance and support services, if any, expressly described in a separate support services agreement, statement of work, support policy, or Order Form between the parties:
    1. for the support period set forth on the Order Form; and
    2. thereafter, solely if Licensee purchases additional support services.

Such support services shall be provided on the terms and conditions set forth in the applicable separate support services agreement, statement of work, support policy, or Order Form.

  1. Maintenance and support services may include provision of Updates if expressly stated in the applicable separate support services agreement, statement of work, support policy, or Order Form. RavenTek may develop and provide Updates in its sole discretion, and Licensee agrees that RavenTek has no obligation to develop any Updates at all or for particular issues unless expressly stated in the applicable support terms. Licensee further agrees that all Updates will be deemed Talon, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that RavenTek may provide some or all Updates via download from a website or repository designated by RavenTek and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. RavenTek has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of Talon that RavenTek may issue as a separate or new product, and RavenTek may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.
  2. RavenTek reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee’s registration of the applicable Talon deployment, proof of entitlement, and compliance with this Agreement. RavenTek has no obligation to provide maintenance and support services, including Updates:
    1. for any but the most current or immediately preceding version or release of Talon;
    2. for any copy of Talon for which all previously issued Updates have not been installed;
    3. if Licensee is in breach under this Agreement; or
    4. for any Talon deployment that has been modified other than by or with the authorization of RavenTek, or that is being used with any hardware, software, configuration, operating system, Customer-Authorized Data Source, or Third-Party Platform not specified in the Documentation or expressly authorized by RavenTek in writing.

8. Customer Data; Collection and Use of Information; Security

  1. As between the parties, Licensee retains all right, title, and interest in and to data, records, files, credentials, configurations, logs, telemetry, endpoint information, system information, user information, performance data, alerts, tickets, reports, exports, and other content that Licensee or its Authorized Users submit to Talon or authorize Talon to access, ingest, process, transmit, or generate from Customer-Authorized Data Sources (“Customer Data”). Licensee grants RavenTek a non-exclusive, worldwide, royalty-free right to access, use, host, copy, process, transmit, display, cache on a transient basis, and create analyses and outputs from Customer Data solely to provide, secure, maintain, support, improve, and enforce Talon and any related services, to comply with law, and as otherwise permitted by this Agreement. RavenTek will not knowingly commingle identifiable Customer Data with identifiable data of another RavenTek customer, except to the extent Customer Data is contained in common infrastructure, logs, backups, security systems, support systems, subprocessor environments, or de-identified, anonymized, or aggregated data sets that are logically segregated or otherwise protected in accordance with this Agreement. Except as otherwise described in the Order Form, Documentation, or Schedule C, Talon is not intended to maintain Customer Data from Third-Party Platforms as a long-term telemetry warehouse, and RavenTek will retain identifiable Customer Data only for so long as reasonably necessary for the authorized purposes under this Agreement, subject to legal, security, backup, dispute-resolution, and enforcement retention needs. The foregoing license shall survive expiration or termination of this Agreement solely to the extent necessary for RavenTek to comply with law, enforce its rights, complete return or deletion in accordance with this Agreement and Schedule C, and use de-identified, anonymized, or aggregated data as permitted under Section 8(b)(iii).
    1. Licensee represents and warrants that it has obtained and will maintain all rights, licenses, consents, notices, permissions, and authorizations necessary for RavenTek and Talon to access, ingest, process, transmit, and use Customer Data and Customer-Authorized Data Sources as contemplated by this Agreement, including any permissions required from Aternity, Microsoft, endpoint, ticketing, identity, asset, or other third-party platform providers and any consents required from Licensee’s personnel, customers, contractors, or other data subjects.
    2. RavenTek will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data in RavenTek’s possession or control against unauthorized access, use, disclosure, alteration, or destruction. Licensee is responsible for securing its systems, endpoints, networks, the Customer Environment, and local Talon deployments, and for configuring Talon and related integrations in accordance with the Documentation and Licensee’s security requirements. Personal Information contained in Customer Data is Processed in accordance with the Data Protection Exhibit at Schedule C, which is incorporated into this Agreement by this reference; in the event of conflict, Schedule C prevails in respect of its subject matter only.
  2. Licensee agrees that RavenTek may collect, use, store, and analyze information regarding use of Talon, Talon performance, feature usage, configuration, deployment, errors, logs, diagnostics, endpoint and system characteristics, and support interactions for any purpose related to Talon or Licensee’s use of Talon, including but not limited to:
    1. providing, maintaining, supporting, securing, troubleshooting, improving, and developing Talon, Updates, integrations, analytics, reports, and related RavenTek products and services;
    2. verifying Licensee’s compliance with the terms of this Agreement and enforcing RavenTek’s rights, including all Intellectual Property Rights in and to Talon; and
    3. creating, using, retaining, and disclosing de-identified, anonymized, or aggregated usage, diagnostic, security, performance, telemetry, and statistical information derived from Talon, Customer Data, or Customer-Authorized Data Sources, provided that such information does not identify Licensee or any individual, is not reasonably capable of being re-identified by RavenTek, and is not commingled with identifiable data of another RavenTek customer. RavenTek shall not use Customer Data or Customer-Authorized Data Sources for cross-customer benchmarking, comparative analytics, data monetization, or commercialization of benchmarking outputs unless expressly authorized in a separate written agreement that describes the permitted use case and is supported by appropriate privacy, subprocessor, data-use, de-identification, anti-reidentification, and governance controls. RavenTek may use subcontractors, service providers, sub-processors, and AI-enabled tools or services to perform these activities and the activities described in Section 8(a), provided that RavenTek remains responsible for their acts and omissions as required by this Agreement and Schedule C. RavenTek will not use identifiable Customer Data to train or fine-tune a generally available artificial intelligence or machine-learning model except as expressly authorized in a separate written agreement.

9. Intellectual Property Rights

Licensee acknowledges and agrees that Talon and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in Talon or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. RavenTek reserves and shall retain its entire right, title, and interest in and to Talon, Documentation, Updates, configurations, templates, connectors, scripts, remediation logic, workflows, analytics, reports, know-how, and all Intellectual Property Rights arising out of or relating to Talon, except as expressly granted to the Licensee in this Agreement. Except for the limited right to access and use the Bundled Aternity Component granted under Section 2 as part of ManagedDEX (which right is subject to the applicable Riverbed and Aternity terms and conveys no ownership interest), no rights are granted under this Agreement to any Riverbed, Aternity, Microsoft, or other third-party software, platform, service, data, documentation, trademark, service mark, logo, or other materials. As between RavenTek and Licensee, all right, title, and interest in and to the Bundled Aternity Component and the Aternity software and services remain with Riverbed and its licensors. Licensee shall use commercially reasonable efforts to safeguard all Talon materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify RavenTek if Licensee becomes aware of any infringement of RavenTek’s Intellectual Property Rights in Talon and fully cooperate with RavenTek in any legal action taken by RavenTek to enforce its Intellectual Property Rights.

10. Confidentiality

10.1 Definition

“Confidential Information” means all non-public information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. RavenTek’s Confidential Information includes, without limitation: Talon and the Documentation and their structure, sequence, organization, algorithms, scripts, remediation logic, playbooks and configurations; pricing, discounting and product roadmap information; the results of any benchmarking or performance testing of Talon; and all information obtained by RavenTek or generated in connection with Section 6, including audit findings, telemetry, license-management data and deployment records, which shall be treated as RavenTek’s Confidential Information notwithstanding that it derives from Licensee’s environment. “Usage Data” means information regarding Licensee’s use of Talon, Talon performance, feature usage, configuration, deployment, errors, logs, diagnostics, endpoint and system characteristics, and support interactions, as described in Section 8(b). Licensee’s Confidential Information includes Customer Data disclosed to RavenTek that is not Usage Data or de-identified or aggregated information under Section 8.

10.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written record:

  1. was rightfully known to it without restriction before receipt from the Disclosing Party;
    is or becomes generally available to the public other than through breach of this Section;
  2. was rightfully received from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or
  3. was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.3 Obligations

The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (ii) protect it using at least the degree of care it uses for its own confidential information of like importance and in no event less than a reasonable degree of care; and (iii) not disclose it to any person other than its Representatives who have a need to know for those purposes and who are bound by written obligations of confidentiality no less protective than this Section. Each Party remains responsible for any breach of this Section by its Representatives.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable Law or by order of a court or other governmental body of competent jurisdiction, provided that it gives the Disclosing Party prompt written notice where lawfully permitted, discloses only that portion which it is legally required to disclose, and uses reasonable efforts at the Disclosing Party’s request and cost to obtain confidential treatment. Disclosure made in accordance with this subsection does not breach this Agreement.

10.5 Duration

The obligations in this Section continue for three (3) years from the date of disclosure, except that with respect to any Confidential Information that constitutes a trade secret under applicable Law, the obligations continue for so long as that information remains a trade secret. Nothing in this Section limits any rights or remedies available under the Defend Trade Secrets Act of 2016 or the Virginia Uniform Trade Secrets Act.

10.6 Return and Destruction

On written request following expiration or termination of this Agreement, the Receiving Party shall use commercially reasonable efforts to return or destroy the Disclosing Party’s Confidential Information in its possession or control, and shall certify destruction on request. The Receiving Party may retain copies (i) required to be retained by applicable Law or its bona fide record-retention policy, and (ii) created automatically by routine archival or back-up systems and not readily accessible in the ordinary course, in each case subject to the continuing obligations of this Section for so long as those copies are retained.

10.7 Residual Knowledge

Nothing in this Agreement restricts either Party’s Representatives from using general knowledge, skills, ideas, concepts, techniques or know-how retained in unaided memory in the ordinary course of their employment, provided that this subsection grants no license under either Party’s Intellectual Property Rights, does not permit disclosure of the other Party’s Confidential Information, does not permit the use of any proprietary remediation logic, algorithms, scripts, architecture, or configurations of Talon, and does not permit any use that would otherwise violate the use restrictions in Section 4 of this Agreement.

10.8 No License

Disclosure of Confidential Information grants the Receiving Party no license, title or interest in or to it, whether express or implied, other than the limited right of use set out in this Section.

10.9 Equitable Relief

Each Party acknowledges that breach of this Section may cause harm for which damages alone are an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive or other equitable relief without the requirement to post bond, in addition to any other remedy available at law or in equity.

10.10 Relationship to Limitation of Liability

For the avoidance of doubt, liability arising out of or relating to Section 10 is subject to the exclusions and limitations set out in the Limitation of Liability Section of this Agreement; provided, however, that any breach of Section 10 by Licensee shall be subject to the Super-Cap (and not the General Cap) set forth in Section 14(c).

11. Payment

All Fees are payable in advance in the manner set forth in the Order Form and are non-refundable, except as may be expressly set forth herein or in the applicable Order Form. Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and Licensee shall reimburse RavenTek for all costs of collection, including reasonable attorneys’ fees. RavenTek may suspend Licensee’s access to Talon upon ten (10) days’ written notice if any Fees remain unpaid past their due date. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

12. Term and Termination

  1. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form (the “Initial Term”). Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, this Agreement shall automatically renew for successive renewal terms equal in length to the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless earlier terminated as set forth herein. Fees for any Renewal Term may be increased by RavenTek upon at least sixty (60) days’ written notice to Licensee prior to the commencement of such Renewal Term.
  2. Licensee may terminate this Agreement by providing written notice to RavenTek and ceasing to use and destroying all copies of Talon and Documentation. Such termination shall not relieve Licensee of any obligation to pay Fees due or that would have become due for the remainder of the then-current Term.
  3. RavenTek may terminate this Agreement, effective upon written notice to Licensee, if Licensee materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after RavenTek provides written notice thereof. Licensee may terminate this Agreement if RavenTek materially breaches this Agreement and such breach remains uncured forty-five (45) days after Licensee provides written notice thereof, in which case RavenTek shall refund the pro-rata portion of prepaid Fees attributable to the unexpired remainder of the then-current Term, without prejudice to any other rights or remedies available to Licensee under the Limitation of Liability provisions of this Agreement.
  4. RavenTek may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, or if Licensee fails to provide adequate assurance of future performance within thirty (30) days after RavenTek’s written request therefor following a material adverse change in Licensee’s financial condition.
  5. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of Talon and Documentation, remove or disable Talon integrations with Customer-Authorized Data Sources, and revoke Talon-related credentials and access tokens. Licensee shall, within thirty (30) days following such expiration or termination, certify to RavenTek in writing, signed by an officer of Licensee, that it has complied with the foregoing obligations. RavenTek will return or delete Customer Data in accordance with Schedule C to the extent such Customer Data contains Personal Information, and otherwise will use commercially reasonable efforts to delete identifiable Customer Data from active systems within sixty (60) days after written request, except to the extent retention is required by law, reasonably necessary to enforce RavenTek’s rights, or maintained in routine archival or back-up systems subject to continuing confidentiality and security obligations until deleted in the ordinary course. No expiration or termination shall affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as expressly set forth in this Agreement or the applicable Order Form. The rights and obligations of the parties set forth in Sections 3, 4, 5, 6, 8, 9, 10, 12(e), 12, 13, 14, 15, and 16, and any right or obligation that by its express terms or nature and context is intended to survive termination or expiration of this Agreement, shall survive any such termination or expiration. The Confidentiality Section and Schedule C shall survive any expiration or termination of this Agreement in accordance with their terms.

13. Warranty Disclaimer

  1. RavenTek does not warrant that Talon, any Customer-Authorized Data Source, any Third-Party Platform, or any remediation, recommendation, script, dashboard, alert, report, integration, data ingestion, or data output will be uninterrupted, error-free, complete, accurate, secure, compatible with Licensee’s systems, or fit for any particular operational, security, compliance, or business purpose.
    1. Licensee is solely responsible for reviewing, testing, approving, deploying, monitoring, and validating any Talon-generated recommendation, remediation, script, workflow, configuration change, or output before applying it to any production system; and
    2. RavenTek is not responsible for Licensee systems, endpoints, networks, Customer Data, Customer-Authorized Data Sources, Third-Party Platforms, third-party platform credentials, or any unavailability, inaccuracy, corruption, loss, incompatibility, breach, or other issue arising from or relating to them.

RAVENTEK STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PLATFORMS, THIRD-PARTY MATERIALS, CUSTOMER-AUTHORIZED DATA SOURCES, CUSTOMER DATA, LICENSEE SYSTEMS, AND CUSTOMER ENVIRONMENTS.

  1. Without limiting the foregoing, RavenTek makes no warranty and has no liability for any issue, claim, loss, or damage arising from or relating to Licensee’s or any Authorized User’s breach of this Agreement, or any act or omission of Licensee, any Authorized User, or any other Person provided access to Talon by Licensee or any Authorized User, whether or not in violation of this Agreement, including:
    1. installing or using Talon on or in connection with any hardware, software, endpoint, network, operating system, Customer-Authorized Data Source, Third-Party Platform, or configuration not specified in the Documentation or expressly authorized by RavenTek in writing;
    2. modifying, damaging, disabling, misconfiguring, or interfering with Talon, Customer Data, Customer-Authorized Data Sources, Third-Party Platforms, credentials, or media on which Talon is provided, including abnormal physical or electrical stress; or
    3. misusing Talon, Customer Data, Customer-Authorized Data Sources, Third-Party Platforms, or credentials, including any use other than as specified in the Documentation or expressly authorized by RavenTek in writing.
  2. If RavenTek elects to provide any remediation for a Talon issue, RavenTek may, subject to Licensee’s promptly notifying RavenTek in writing of such issue and providing information reasonably requested by RavenTek, at its sole option, either:
    1. repair or replace Talon, provide an Update, workaround, configuration guidance, or support response, or disable or suspend the affected functionality, provided that Licensee provides RavenTek with all information RavenTek reasonably requests to resolve the reported issue, including sufficient information to enable RavenTek to recreate such issue; or
    2. refund the pro-rata portion of Fees paid for the affected Talon license attributable to the unexpired remainder of the then-current license period, subject to Licensee’s ceasing all use of and, if requested by RavenTek, returning to RavenTek or destroying all copies of Talon.

If RavenTek repairs or replaces Talon, provides an Update, workaround, configuration guidance, or support response, any applicable period will continue to run from the initial date specified on the Order Form, and not from Licensee’s receipt of the repair, replacement, Update, workaround, guidance, or response. Those remedies are Licensee’s sole remedies and RavenTek’s sole liability for Talon performance issues.

  1. TALON AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RAVENTEK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO TALON, DOCUMENTATION, CUSTOMER DATA, CUSTOMER-AUTHORIZED DATA SOURCES, THIRD-PARTY PLATFORMS, THIRD-PARTY MATERIALS, LICENSEE SYSTEMS, AND CUSTOMER ENVIRONMENTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND QUIET ENJOYMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, RAVENTEK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT TALON WILL MEET LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, IDENTIFY OR REMEDIATE ANY PARTICULAR ISSUE, IMPROVE ANY PARTICULAR SYSTEM PERFORMANCE, BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY PLATFORM, CUSTOMER-AUTHORIZED DATA SOURCE, SOFTWARE, APPLICATION, SYSTEM, SERVICE, ENDPOINT, NETWORK, OR ENVIRONMENT, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE, SECURITY, COMPLIANCE, OR RELIABILITY STANDARD, BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  2. Bundled Aternity Component. THE BUNDLED ATERNITY COMPONENT IS A THIRD-PARTY PRODUCT THAT RAVENTEK MAKES AVAILABLE TO LICENSEE AS PART OF MANAGEDDEX UNDER RAVENTEK’S LICENSE FROM RIVERBED. EXCEPT FOR THE PASS-THROUGH SET FORTH IN THIS SECTION, THE BUNDLED ATERNITY COMPONENT IS PROVIDED “AS IS” AND WITH ALL FAULTS, AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RAVENTEK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE BUNDLED ATERNITY COMPONENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RAVENTEK MAKES NO INDEPENDENT WARRANTY REGARDING THE BUNDLED ATERNITY COMPONENT. TO THE EXTENT PERMITTED UNDER RAVENTEK’S LICENSE FROM RIVERBED, RAVENTEK WILL USE COMMERCIALLY REASONABLE EFFORTS TO PASS THROUGH TO LICENSEE THE BENEFIT OF ANY WARRANTIES, INDEMNITIES, OR REMEDIATION REMEDIES THAT RAVENTEK RECEIVES FROM RIVERBED IN RESPECT OF THE BUNDLED ATERNITY COMPONENT, AND RAVENTEK’S SOLE OBLIGATION, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY DEFECT OR NONCONFORMITY IN THE BUNDLED ATERNITY COMPONENT IS FOR RAVENTEK TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND PASS THROUGH SUCH REMEDIES FROM RIVERBED.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

  1. IN NO EVENT WILL RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE TALON; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS, CORRUPTION, DISCLOSURE, OR UNAVAILABILITY OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, REMEDIATION, CONFIGURATION CHANGE, CUSTOMER-AUTHORIZED DATA SOURCE, THIRD-PARTY PLATFORM, CREDENTIAL, API, INTEGRATION, CUSTOMER SYSTEM, ENDPOINT, NETWORK, OR ENVIRONMENT; FAILURE TO ACCURATELY TRANSFER, READ, INGEST, PROCESS, ANALYZE, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT RAVENTEK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. IN NO EVENT WILL RAVENTEK’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’, SUPPLIERS’, SUBCONTRACTORS’, AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID OR PAYABLE TO RAVENTEK UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (II) US$100,000 (THE “GENERAL CAP”). WHERE BOTH THIS AGREEMENTAND THE SOFTWARE SUPPORT SERVICES AGREEMENT ARE IN FORCE BETWEEN THE PARTIES, A SINGLE AGGREGATE CAP APPLIES ACROSS BOTH INSTRUMENTS AND SCHEDULE C, IS NOT CUMULATIVE, AND IS NOT INCREASED BY THE EXISTENCE OF MULTIPLE INSTRUMENTS, ORDER FORMS, OR CLAIMS.
  3. NOTWITHSTANDING SECTION 14(b), RAVENTEK’S AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY FOR (I) RAVENTEK’S INDEMNIFICATION OBLIGATIONS AND (II) RAVENTEK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT SHALL NOT EXCEED THREE (3) TIMES THE GENERAL CAP (THE “SUPER-CAP”). WHERE BOTH THIS AGREEMENT AND THE SOFTWARE SUPPORT SERVICES AGREEMENT ARE IN FORCE BETWEEN THE PARTIES, A SINGLE SUPER-CAP APPLIES ACROSS BOTH INSTRUMENTS AND SCHEDULE C AND IS NOT CUMULATIVE. THE CUSTOMER INDEMNITY UNDER SECTION 5 OF SCHEDULE C REMAINS UNCAPPED IN ACCORDANCE WITH SECTION 13 OF SCHEDULE C.
  4. THE LIMITATIONS SET FORTH IN SECTION 14(a) AND SECTION 14(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 14 SHALL LIMIT RAVENTEK’S RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR ANY BREACH OR THREATENED BREACH OF SECTIONS 2, 4, 5, 6, 8, 9, 10, OR 11 OF THIS AGREEMENT, AND LICENSEE ACKNOWLEDGES THAT ANY SUCH BREACH MAY CAUSE IRREPARABLE HARM TO RAVENTEK FOR WHICH MONETARY DAMAGES WOULD BE AN INADEQUATE REMEDY.

15. Export Regulation

Talon may be subject to US export control laws, including the Export Control Reform Act and its associated regulations, and, where deployed outside the US, to applicable non-US export control and sanctions laws. RavenTek has classified Talon for export purposes as EAR99, and has assessed the encryption functionality of Talon (including TLS in transit, AES-256-GCM encryption at rest for stored credentials and API keys, RS256 license tokens, and TOTP) under the applicable encryption controls (including ECCN 5D992 self-classification), and has made any self-report, notification, or CCATS filing required in connection therewith. RavenTek shall perform restricted-party screening (including against the Denied Persons List, the Debarred List, the Specially Designated Nationals and Blocked Persons List, and applicable non-US restricted-party lists) with respect to Licensee at onboarding and upon each renewal of the Term. Licensee shall not, directly or indirectly, export, re-export, or release Talon to, or make Talon accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making Talon available outside the US.

16. US Government Rights; Federal Customers

Each of the Documentation and Talon is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to Talon and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors. Licensee is responsible for identifying any federal, agency-specific, classified, controlled unclassified information, FedRAMP, FISMA, FAR, DFARS, or other government requirements applicable to Licensee’s use of Talon in the Order Form or an applicable written addendum accepted by RavenTek.

17. Miscellaneous

  1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Virginia without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the state courts of the Commonwealth of Virginia located in Loudoun County, Virginia, or the United States District Court for the Eastern District of Virginia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding; provided that US Government Licensees are subject to applicable federal law and any mandatory dispute forum required by statute or regulation. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  2. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for any obligations to make payments and any obligations under Sections 8, 10, and Schedule C of this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemic, pandemic, public health emergency, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power, telecommunications, internet, cloud, hosting, or transportation facilities; or (ix) unavailability, suspension, failure, or material change of the Bundled Aternity Component caused by Riverbed, or of any Customer-Authorized Data Source or Third-Party Platform. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other Party.
  3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to RavenTek at 20405 Exchange Street, Suite 300, Ashburn, Virginia 20147, Attn: Legal Department, at the email address designated by RavenTek in the Order Form or by written notice, and to Licensee at the address or email set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section).
  4. This Agreement, together with the Order Form, all annexes, schedules, exhibits, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and RavenTek with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Licensee shall not use any Riverbed, Aternity, Microsoft, or other third-party name, trademark, service mark, logo, or branding in connection with Talon except as expressly authorized by the applicable third-party owner and approved by RavenTek in writing. Schedule C forms part of this Agreement.
  5. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without RavenTek’s prior written consent, which consent RavenTek may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which RavenTek’s prior written consent is required. Any purported assignment, delegation, or transfer in violation of this Section is void. RavenTek may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  7. RavenTek may update, modify, or replace this Agreement from time to time by posting revised terms or otherwise making them available through a clickwrap, online, or other electronic acceptance mechanism, or by providing notice to Licensee. RavenTek will use commercially reasonable efforts to notify Licensee of any revised terms at least thirty (30) days before they take effect by email to the contact set forth on the Order Form or another notice mechanism described in this Agreement, and any revised terms that materially and adversely affect Licensee’s rights or obligations will not take effect until such notice has been provided. Subject to the following sentence, any such revised terms will become effective upon the earlier of Licensee’s acceptance through any mechanism described in the preamble to this Agreement or the commencement of the next renewal term; Licensee’s continued use of Talon after the commencement of a renewal term constitutes acceptance of the revised terms then in effect. If any revised terms materially and adversely affect Licensee’s rights or obligations, Licensee may reject them by providing RavenTek with written notice within thirty (30) days after RavenTek’s notice of the revised terms, in which case the then-current terms (without the rejected changes) will continue to govern until the end of the then-current Term, and the revised terms will apply upon commencement of the next renewal term unless Licensee elects not to renew. Notwithstanding the foregoing, (i) no amendment to or modification of the commercial or negotiated terms set forth in an applicable Order Form is effective unless it is in writing and signed or accepted by each party through the mechanism applicable to that Order Form; and (ii) if Licensee is a U.S. Government entity or is using Talon under a government prime contract or subcontract, no amendment or modification of this Agreement is effective unless agreed in writing by both parties in accordance with applicable procurement law and regulation. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  9. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, and Schedules refer to the Sections of, and Annexes and Schedules attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
  10. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Provided by RavenTek Solution Partners, LLC. In the event of a conflict between this page and a customer’s signed agreement, the signed agreement governs.

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