Last Updated: September 2, 2026

ManagedDEX End User License Agreement

This End User License Agreement (this “Agreement” or “EULA”), as incorporated into the applicable Order Form, is a binding agreement between RavenTek Solution Partners, LLC (“RavenTek” or “Provider”) and the person or entity identified on the Order Form as the customer and licensee of Talon (“Licensee” or “Customer”).

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 on Licensee’s behalf pursuant to the license granted under this Agreement, as set forth on the Order Form or otherwise approved by RavenTek in writing. Where an applicable Order Form incorporates an MSP Scope Addendum, Licensee personnel and contractors may qualify as Authorized Users subject to the Governing Agreements, but a Managed Client does not become an Authorized User merely because Licensee provides services for it or manages its endpoints.

“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, including those in a Managed Client environment where authorized under an applicable Order Form and MSP Scope Addendum. 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).

“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.

“Governing Agreements” means, collectively, the EULA, SSSA, their schedules and annexes, the Data Protection Exhibit (Schedule B), the ManagedDEX Acceptable Use Policy (the “AUP”), any applicable MSP Scope Addendum, and each applicable Order Form.

“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.

“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, in the aggregate across Licensee’s internal endpoints and all authorized Managed Client endpoints.

“Managed Client” has the meaning given in an applicable MSP Scope Addendum.

“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 incorporated through the applicable Order Form.

“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, including a Managed Client endpoint where authorized under an applicable Order Form and MSP Scope Addendum.

“MSP Scope Addendum” means the MSP Scope Addendum identified in or incorporated into an applicable Order Form to authorize MSP, partner, channel, multi-tenant, or Managed Client endpoint use.

“Order Form” means the order form, online order, statement of work, quote, purchase document, or other ordering document executed by Licensee and RavenTek, or submitted by or on behalf of Licensee and accepted by RavenTek, for Licensee’s purchase of the license for Talon granted under this Agreement and any related ManagedDEX services, and which may incorporate an MSP Scope Addendum and other Governing Agreements by reference.

“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” or “SSSA” means the Software Support Services Agreement identified and incorporated by reference in the applicable Order Form.

“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.

“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.

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

“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 the Governing Agreements, 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). Where the applicable Order Form incorporates an MSP Scope Addendum, the license scope is extended solely as expressly provided in that Addendum; Licensee remains the sole licensee and contracting counterparty, all use by or for a Managed Client is Licensee’s use, and no sublicense or direct access or other right is granted to any Managed Client except as RavenTek expressly approves in writing:

  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 and, where authorized by an applicable Order Form and MSP Scope Addendum, to provide managed digital-experience or endpoint-management services for Managed Client endpoints. 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 the Governing Agreements. 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 the Governing Agreements and the Documentation, solely as set forth in the Documentation and solely for Licensee’s internal business purposes and, where authorized by an applicable Order Form and MSP Scope Addendum, to provide services for Managed Client environments, 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, including such systems in authorized Managed Client environments (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 Managed Client system, 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 the Governing Agreements. Licensee shall comply with and, where applicable, flow down 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, its Managed Clients, or their use of Talon with such Third-Party Platform. Any breach by Licensee, any of its Authorized Users, or any Managed Client of such third-party terms or program requirements is also a breach of this Agreement.

4. Use Restrictions

Licensee shall comply with, and shall require its Authorized Users to comply with, the AUP. Without limiting the AUP, 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 Managed Client, subcontractor, independent contractor, affiliate, or service provider of Licensee, with direct access to or use of the Software or Documentation, except Authorized Users and Licensee-authorized service providers acting solely on Licensee’s behalf and subject to written obligations at least as protective as the Governing Agreements, or as RavenTek otherwise expressly approves in writing, provided that all internal and Managed Client endpoints managed by or through such Persons shall count in the aggregate 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 Persons;
  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, partner, channel, 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 permitted only to the extent expressly authorized by an applicable MSP Scope Addendum incorporated into an executed Order Form or another written agreement signed by RavenTek, and nothing in this Agreement alone 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, including those relating to Managed Client environments. 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, Managed Clients, or 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 the Governing Agreements. No Managed Client has any direct right against RavenTek or any right to enforce the Governing Agreements.

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. (b) 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 B, 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 B, and use de-identified, anonymized, or aggregated data as permitted under Section 9(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 B, which is incorporated into this Agreement by this reference; in the event of conflict, Schedule B prevails in respect of its subject matter only. RavenTek’s processing of personal information for its own business purposes is described in the ManagedDEX Privacy Policy; for clarity, the Privacy Policy does not modify Schedule B or independently authorize RavenTek to Process Personal Information contained in Customer Data.
  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 9(a), provided that RavenTek remains responsible for their acts and omissions as required by this Agreement and Schedule B. 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

  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.
  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;
    2. is or becomes generally available to the public other than through breach of this Section;
    3. was rightfully received from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or
    4. was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
  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.
  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.
  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.
  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.
  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.
  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.
  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. 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 B 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, 7, 8, 9, 10, 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 B 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.
    2. 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.

  2. 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.
  3. 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.
    4. 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.

  4. 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.
  5. 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 B, 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 B AND IS NOT CUMULATIVE. THE CUSTOMER INDEMNITY UNDER SECTION 5 OF SCHEDULE B REMAINS UNCAPPED IN ACCORDANCE WITH SECTION 13 OF SCHEDULE B.
  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, 7, 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 B 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, including the AUP, 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 B forms part of this Agreement. The AUP supplements the other Governing Agreements and does not expand the license or services. In the event of a conflict, the other Governing Agreements control over the AUP, Schedule B controls with respect to its subject matter, and any more specific applicable Order Form or MSP Scope Addendum controls with respect to its specific scope.
  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. This paragraph also governs any update, modification, or replacement of the AUP. 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.

These Software Terms of Use (“Terms of Use”) govern your use of Talon (the “Software”), including all user manuals, technical manuals, and any other materials provided by RavenTek, in printed, electronic, or other form, that describe Talon or its use or specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and subject to a software license agreement (the “Software License Agreement”) between RavenTek Solution Partners, LLC (“RavenTek”) and your employer or other person or entity who owns, leases, manages, or otherwise lawfully controls the endpoint, account, environment, or system on which Talon is installed, accessed, or used (“Licensee”), and the ManagedDEX Acceptable Use Policy (the “AUP”).

BY CLICKING THE “ACCEPT” BUTTON OR CHECKING THE “ACCEPT” BOX PRESENTED AT FIRST LAUNCH OF TALON, OR USING ANY OTHER AFFIRMATIVE ELECTRONIC ACCEPTANCE MECHANISM PRESENTED BY RAVENTEK, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE TALON; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON, CHECK THE “ACCEPT” BOX, OR USE ANY OTHER ELECTRONIC ACCEPTANCE MECHANISM PRESENTED BY RAVENTEK, AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE TALON.

  1. License Grant. Subject to your compliance with these Terms of Use, RavenTek hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use Talon, and to access and use the Aternity software and services that RavenTek makes available as part of its managed digital employee experience offering (“ManagedDEX”) under RavenTek’s license from Riverbed (the “Bundled Aternity Component”) as a component of ManagedDEX, solely within the United States, Canada, and Mexico (the geographic scope of RavenTek’s license from Riverbed) and subject to the applicable Riverbed and Aternity end-user terms and program requirements that RavenTek makes available or passes through, solely in accordance with the Documentation, as installed or made available on the equipment, account, environment, or system provided or authorized by Licensee and solely for Licensee’s internal business purposes, including Licensee-authorized Windows endpoint optimization, remediation, monitoring, and support use cases. The foregoing license will terminate immediately on the earlier to occur of:
    1. the expiration or earlier termination of the Software License Agreement between RavenTek and Licensee; or
    2. your ceasing to be authorized by Licensee to use Talon for any or no reason.
  1. Use Restrictions. You shall comply with the AUP and shall not, directly or indirectly: (a) use Talon or the Documentation except as permitted in Section 1; (b) copy, modify, translate, adapt, or create derivative works of Talon or the Documentation, or combine Talon with any other programs, except as expressly authorized by Licensee and RavenTek and, for integrations, configured in accordance with the Documentation; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or access the source code, non-public APIs, models, rules, scripts, logic, algorithms, or architecture of Talon; (d) remove, alter, or obscure any trademark or proprietary rights notice on or in Talon or the Documentation; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make Talon or any of its features or functionality available to any other person or entity, whether or not over a network and whether or not on a hosted, service bureau, software-as-a-service, cloud, or similar basis; (f) use Talon or the Documentation in or in association with any hazardous or safety-critical environment or system, including power generation, aircraft navigation or air-traffic or other transport management, medical or life-support or other applications where failure could reasonably be expected to result in death or serious bodily injury, or weapons or real-time combat systems; (g) use Talon, the Documentation, any third-party platform, any customer-authorized data source, or any related credentials in violation of any law, regulation, rule, third-party terms, or Licensee authorization; or (h) use Talon or the Documentation for competitive analysis, development of a competing product or service, benchmarking, performance testing, publication of 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.
  2. Compliance Measures. Talon may contain technological copy protection, license management, security, telemetry, logging, or other features designed to prevent unauthorized use of Talon, protect data, support authorized integrations, or detect use beyond the scope of the license granted to you or otherwise prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent, or create or implement any workaround to any such feature.
  3. Customer Data; Collection and Use of Information. As between RavenTek and Licensee, Licensee retains all right, title, and interest in and to Customer Data. You agree that RavenTek may, directly or through service providers, collect, use, store, process, and transmit information regarding use of Talon and the equipment, accounts, tenants, and environments on or through which Talon is accessed or used, for any purpose related to Talon and the Services, including providing, maintaining, supporting, securing, troubleshooting, and improving Talon, verifying compliance, and creating de-identified, anonymized, or aggregated information, in each case as further described in, and subject to, the Software License Agreement. RavenTek’s processing of personal information for its own business purposes is described in the ManagedDEX Privacy Policy; Customer Data is governed by the Software License Agreement and its Data Protection Exhibit, not by the controller disclosures in the Privacy Policy.
  4. Intellectual Property Rights. Talon is licensed, not sold, to you. You acquire no ownership interest in Talon and no rights other than to use Talon in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. As between RavenTek and you, RavenTek retains all right, title, and interest in and to Talon, the Documentation, and all related intellectual property rights, and all right, title, and interest in and to the Bundled Aternity Component remain with Riverbed and its licensors. You shall use commercially reasonable efforts to safeguard all Talon materials (including all copies) from infringement, misappropriation, theft, misuse, or unauthorized access.
  5. Disclaimer and Limitation of Liability. IN NO EVENT WILL RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE TALON, THE BUNDLED ATERNITY COMPONENT, ANY CUSTOMER-AUTHORIZED DATA SOURCE, ANY THIRD-PARTY PLATFORM, OR ANY LICENSEE SYSTEM. YOU ARE PROVIDED TALON PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN RAVENTEK AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE TALON SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, OR LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR RAVENTEK WAS ADVISED OF THEIR POSSIBILITY. WITHOUT LIMITING THE FOREGOING, RAVENTEK’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF OR INABILITY TO USE TALON, UNDER ANY LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  6. Export Regulation. Talon may be subject to US export control and sanctions laws and, where deployed outside the US, to applicable non-US export control and sanctions laws. You shall not, directly or indirectly, export, re-export, or release Talon, or make Talon or the Documentation accessible, in violation of any such law, and you shall comply with all applicable export laws and complete all required undertakings (including obtaining any necessary export license or governmental approval) before making Talon available outside the US.
  7. Governing Law; Forum. These Terms of Use are 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 (whether of the State of Virginia or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Virginia. Any legal suit, action, or proceeding arising out of or relating to these Terms of Use 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 you irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on venue or forum non conveniens; provided that US Government users are subject to applicable federal law and any mandatory dispute forum required by statute or regulation.
  8. Local Law; Non-US Users. Talon may be deployed on endpoints located in the United States and in other countries and territories permitted under the applicable Order Form or otherwise authorized by RavenTek in writing. If Licensee deploys Talon on endpoints outside the United States, Licensee is solely responsible, as your employer or the entity that controls the relevant endpoint, for ensuring that presentation of and your assent to these Terms of Use, and RavenTek’s collection and use of information under Sections 3 and 4, comply with all applicable local employment, data protection, and employee-consultation requirements (including any works council or similar consultation), and for providing any notices and obtaining any consents required from you under local law. Nothing in these Terms of Use limits any non-waivable right you may have under the mandatory laws of your jurisdiction of residence.

Talon may interoperate with Licensee-authorized third-party platforms and data sources, including Microsoft services, endpoint management tools, ticketing systems, identity providers, asset repositories, and other systems identified in the Order Form, Documentation, or configuration approved by Licensee. Except for the Bundled Aternity Component, Licensee is solely responsible for obtaining and maintaining all licenses, subscriptions, consents, credentials, API keys, permissions, and access rights required for Talon and RavenTek to access, ingest, process, transmit, or use data from or to any such third-party platform, including any Aternity tenant that Licensee separately elects to connect using its own subscription, API, export, credential, or data set. Except for the Bundled Aternity Component, Licensee is also responsible for satisfying 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 any such third-party platform. Except for the Bundled Aternity Component, no third-party owner grants any rights under this Agreement, and Licensee must comply with all applicable third-party platform terms and program requirements. As described in the definition of Bundled Aternity Component and in Section 2 of this Agreement, 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.

  1. Definitions and Interpretation. In this Exhibit: “Provider” means RavenTek Solution Partners, LLC; “Customer” means the Licensee under the ManagedDEX EULA and the customer under the Talon Software Support Services Agreement and applicable Order Form; and “Agreement” means the instrument to which this Exhibit is attached. “Data Protection Laws” means all Laws applicable to the Processing of Personal Information under this Exhibit. “Personal Information”, “Processing”, “business”, “service provider”, “controller”, “processor”, “sell” and “share” have the meanings given in the applicable Data Protection Laws. Capitalized terms not defined here have the meanings given in the Agreement.
  2. Scope. This Exhibit applies only to Personal Information contained in Customer Data and Processed by Provider on Customer’s behalf in the course of providing Talon or the Services. It does not apply to, and Provider’s rights are not limited by this Exhibit in respect of, Usage Data, telemetry, diagnostic and performance information, or de-identified or aggregated information created from Customer Data, each of which is governed by the Customer Data provisions of the ManagedDEX EULA.
  3. Roles. Each Party’s status as a business, service provider, controller, processor, or subprocessor will be determined by its actual Processing activities and applicable Data Protection Laws, and not solely by labels in this Exhibit. To the extent Customer acts as a processor for a Managed Client and Provider Processes Personal Information on Customer’s behalf, Provider will act as Customer’s subprocessor under this Exhibit. Provider Processes Personal Information only on Customer’s documented instructions, which are given by the Agreement, this Exhibit and Customer’s use of Talon and the Services. Provider does not sell or share Personal Information, does not retain, use or disclose it for any purpose other than performing the Agreement, and does not combine it with personal information received from other sources except as permitted by applicable Data Protection Laws. Provider shall not knowingly commingle Personal Information with identifiable personal information of another customer, except to the extent Personal Information is contained in common infrastructure, logs, backups, security systems, support systems, sub-processor environments, or de-identified, anonymized, or aggregated data sets that are logically segregated or otherwise protected in accordance with this Exhibit. Provider shall notify Customer if it determines that it can no longer meet its obligations under applicable Data Protection Laws.
  4. Customer Obligations. Customer is responsible for: (a) the accuracy and lawfulness of Personal Information it submits and for having a valid legal basis and all necessary notices and consents for Provider’s Processing, including any Processing through AI-enabled tools or services authorized under this Exhibit; (b) configuring Talon, the Designated Environment, and any Customer-authorized prompts, queries, summaries, or analysis requests so that only Personal Information necessary for the relevant purpose is submitted; and (c) compliance with Data Protection Laws in its own capacity.
  5. Prohibited Data. Customer shall not submit, and shall configure Talon and the Services so as not to submit, any of the following unless Provider has signed a written addendum expressly permitting it: protected health information subject to HIPAA; cardholder data subject to PCI DSS; 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 as defined in applicable Data Protection Laws; and classified, controlled unclassified or export-controlled information. Provider has no liability arising from Customer’s submission of such data in breach of this paragraph, and Customer shall indemnify Provider against all claims, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from it.
  6. Security. Provider shall implement and maintain the technical and organizational measures described in Annex 2, designed to protect Personal Information against accidental or unlawful destruction, loss, alteration and unauthorized disclosure or access. Provider may update those measures from time to time provided the updated measures are not materially less protective. Provider shall ensure that personnel authorised to Process Personal Information are bound by appropriate obligations of confidentiality.
  7. Sub-processors; AI Services. Customer grants Provider general written authorisation to engage sub-processors, including cloud hosting providers, support tools, security tools, analytics providers, and AI-enabled tools or services used to provide, secure, support, maintain, troubleshoot, summarize, analyze, or improve Talon or the Services. Provider maintains a current list of sub-processors and shall give Customer at least thirty (30) days’ notice before adding or replacing one. Customer may object within that period on reasonable grounds relating to data protection, in which case the Parties shall discuss in good faith; if the objection cannot be resolved, Customer’s sole remedy is to terminate the affected Services on written notice, with a pro rata refund of prepaid Fees for the terminated Services. Provider remains responsible for the acts and omissions of its sub-processors to the same extent as for its own. Provider will not use Personal Information to train or fine-tune a generally available artificial intelligence or machine-learning model except as expressly authorized in a separate written agreement, and will use commercially reasonable efforts to configure AI-enabled tools or services used for Talon so that prompts and outputs are processed for Provider’s authorized purposes and not used by the AI service provider to train its generally available models where such configuration is made available to Provider.
  8. Assistance. Taking into account the nature of the Processing and the information available to it, Provider shall provide reasonable assistance to Customer with data subject or consumer requests, data protection impact assessments and consultations with supervisory authorities. Provider satisfies its obligations in respect of individual requests by making available the functionality within Talon that enables Customer to access, correct, delete and export Personal Information. Assistance beyond that available through Talon is chargeable at Provider’s then-current professional services rates.
  9. Security Incidents. Provider shall notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a Security Incident affecting Personal Information Processed on Customer’s behalf, and shall provide information reasonably available to it and reasonable cooperation in Customer’s investigation and notification obligations. Notification is not an acknowledgement of fault or liability. Customer is responsible for determining whether it must notify individuals or regulators and for making any such notification.
  10. Audit. On written request not more than once in any twelve (12) month period, Provider shall make available a copy of its then-current third-party security certification or audit report, or a completed industry-standard security questionnaire, together with information reasonably necessary to demonstrate compliance with this Exhibit. Where no such report exists and an audit is required by Data Protection Laws, Customer may conduct an audit on not less than thirty (30) days’ written notice, during business hours, at Customer’s cost, subject to Provider’s site and security policies, by an independent auditor bound by confidentiality obligations and who is not a competitor of Provider. All audit materials and findings are Provider’s Confidential Information.
  11. Return and Deletion. Within sixty (60) days after expiration or termination of the Agreement, Provider shall on written request delete or return Personal Information Processed on Customer’s behalf and delete existing copies, except to the extent retention is required by applicable Law or the copies are created automatically by routine archival or back-up systems and are not readily accessible in the ordinary course, in which case they remain subject to this Exhibit until deleted in the ordinary cycle. Provider is under no obligation to retain Personal Information beyond that period.
  12. International Transfers. Where Provider Processes Personal Information subject to the GDPR or UK GDPR, the applicable Standard Contractual Clauses and, where relevant, the UK International Data Transfer Addendum apply and are incorporated into this Exhibit, with Customer as data exporter and Provider as data importer, Module Two or Module Three as applicable, and with the details in Annex 1 completing the required annexes. This paragraph has no effect unless and until such Processing occurs.
  13. Liability. This Exhibit creates no liability additional to, and no exception to, the exclusions and limitations set out in the Agreement, except that Customer’s indemnity obligation under paragraph 5 of this Exhibit is not subject to the limitations of liability in the Agreement. All other liability arising out of or relating to this Exhibit is subject to those exclusions and limitations. Where both the ManagedDEX EULA and the Talon Software Support Services Agreement are in force between the Parties, a single aggregate cap applies across both and this Exhibit.
  14. Precedence and Term. In the event of conflict, this Exhibit prevails over the Agreement in respect of the subject matter of this Exhibit only, and the Agreement prevails in all other respects. This Exhibit takes effect on the effective date of the Agreement and continues for so long as Provider Processes Personal Information on Customer’s behalf.
Annex 1 to Schedule B

Details of Processing: categories of data subjects, categories of Personal Information, nature and purpose of Processing, duration, and the annex content required by the Standard Contractual Clauses.

Categories of data subjects may include Licensee personnel, contractors, authorized users, support users, endpoint users, administrators, and other individuals whose information is included in Customer Data. Categories of Personal Information may include business contact information, user identifiers, device identifiers, endpoint and system information, logs, telemetry, performance data, tickets, reports, and other Personal Information submitted to or generated through Talon or the Services. The nature and purpose of Processing are to provide, configure, secure, support, maintain, troubleshoot, improve, and enforce Talon and the Services, including authorized integrations with Customer-Authorized Data Sources and Third-Party Platforms. The duration of Processing is the Term of the Agreement and any post-termination period reasonably necessary for return, deletion, legal compliance, backups, security, dispute resolution, or enforcement, subject to Paragraph 11 of this Exhibit.

Technical and Organizational Security Measures Automated PII Redaction and Sanitization. Prior to transmitting any content to hosted AI, machine learning, or large language model services or related sub-processors, Talon applies an automated multi-key redaction and sanitization step designed to detect and redact prohibited data. This control is designed to cover each category of prohibited data identified in paragraph 5 of this Exhibit, including: (a) protected health information subject to HIPAA; (b) cardholder data subject to PCI DSS; (c) non-public personal information subject to the Gramm-Leach-Bliley Act; (d) biometric and genetic identifiers; (e) personal information of children under sixteen; (f) special category or sensitive data as defined in applicable Data Protection Laws; and (g) classified, controlled unclassified, or export-controlled information. Information Security Management System and Accreditations. Provider maintains an information security management system certified to ISO/IEC 27001:2022 (G-CERTI, Certificate No. GIUS-1039-IC, valid from May 26, 2026 to May 21, 2029, under IAS/IAF accreditation). Provider also holds ISO 9001:2015 certification for quality management systems covering Agile solutions, systems integration, IT engineering, and cybersecurity provided to U.S. Federal Government agencies (G-CERTI, Certificate No. GIUS-1039-QC, valid from May 26, 2026 to May 21, 2029), and a CMMI Services Maturity Level 3 (SVC/ML3) appraisal (Appraisal No. 79573, valid through November 3, 2028). For clarity, these accreditations reflect RavenTek’s organizational information security and quality management posture; their scopes are enterprise/IT-services and federal-services scopes and do not constitute a certification of the Talon software itself. The technical and organizational measures below are implemented and maintained in accordance with that management system. Provider may update these measures and refresh or replace these accreditations from time to time provided the updated measures are not materially less protective.
  1. Access Control. Provider maintains logical access controls, including role-based access, least-privilege provisioning, authentication controls, and periodic access reviews governing access to systems and Personal Information.
  2. Encryption. Provider encrypts Personal Information in transit and at rest using industry-standard cryptographic controls.
  3. Backup and Resilience. Provider maintains data backup and recovery processes designed to protect against accidental or unlawful destruction, loss, or alteration of Personal Information.
  4. Endpoint and Infrastructure Security. Provider maintains controls over employee computing devices and IT infrastructure maintenance, including patch and configuration management and malware protection.
  5. Incident Response. Provider maintains a documented security incident response process, consistent with the seventy-two (72) hour Security Incident notification commitment in paragraph 9 of this Exhibit and Section 6.4 of the Agreement.
  6. Personnel Confidentiality and Service Desk. Provider ensures that personnel authorized to Process Personal Information, including Service Desk support personnel, are bound by appropriate obligations of confidentiality and receive security awareness training.
  7. Application and Collaboration Security. Provider maintains security controls over corporate email and SharePoint environments used in the delivery of the Services.

Sub-processor list, or the URL at which the current list is maintained.

Provider’s current sub-processors are: (1) Microsoft Azure – hosting of the msp.talonmsp.com application; and (2) Riverbed Technology (Aternity) – provision of the Bundled Aternity Component as a component of ManagedDEX. For the avoidance of doubt, the Bundled Aternity Component that Provider makes available as part of ManagedDEX is provided under Provider’s license from Riverbed, and Riverbed acts as Provider’s sub-processor with respect to that component. Customer-Authorized Data Sources and Third-Party Platforms (including any Aternity tenant that Customer separately elects to connect using its own subscription and Microsoft services) accessed using Customer’s own credentials are Customer’s processors and are not Provider’s sub-processors.

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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