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GS-35F-0511T www.ecamerica.com Page 750 Varonis Systems, Inc. 1250 Broadway, 29th Floor New York, NY 10001 EC America Rider to Product Specific License Terms and Conditions (for U.S. Government End Users) 1. Scope. This Rider and the attached Varonis Systems, Inc. (“Manufacturer”) product specific license terms establish the terms and conditions enabling EC America (“Contractor”) to provide Manufacturer’s information technology products and services to Ordering Activities under EC America’s GSA MAS IT70 contract number GS-35F-0511T (the “Schedule Contract”). Installation and use of the information technology shall be in accordance with this Rider and Manufacturer Specific Terms attached hereto, unless an Ordering Activity determines that it requires different terms of use and Manufacturer agrees in writing to such terms in a valid delivery order placed pursuant to the Schedule Contract. 2. Applicability. Whereas GSA and EC America agreed at the time of Schedule Contract award upon a base set of terms and conditions applicable to all manufacturers and items represented on the Schedule Contract; and Whereas, the parties further agreed that all product specific license, warranty and software maintenance terms and conditions would be submitted at the time each new manufacturer was to be added to the Schedule Contract; Now, Therefore, the parties hereby agree that the product specific license, warranty and software maintenance terms set forth in Attachment A hereto (the “Manufacturer Specific Terms” or the “Attachment A Terms”) are incorporated into the Schedule Contract, but only to the extent that they are consistent with federal law (e.g., the Anti-Deficiency Act (31 U.S.C. § 1341), the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.), the Prompt Payment Act (31 U.S.C. §§ 3901 et. seq.), the Anti- Assignment statutes (31 U.S.C. § 3727 and 41 U.S.C. § 15), DOJ’s jurisdictional statute 28 U.S.C. § 516 (Conduct of Litigati on Reserved to the Department of Justice (DOJ), and 28 U.S.C. § 1498 (Patent and copyright cases)). To the extent any Attachment A Terms are inconsistent with federal law (See, FAR 12.212(a)), such inconsistent terms shall be superseded, unenforceable and of no legal force or effect in all resultant orders under the Schedule Contract, including but not limited to the following provisions: a) Contracting Parties. The GSA Customer (“Licensee”) is the “Ordering Activity”, defined as the entity authorized to order under GSA MAS contracts as set forth in GSA ORDER ADM 4800.2G (Feb 2011), as may be revised from time to time. b) Changes to Work and Delays. Subject to GSAR Clause 552.243-72, Modifications (Federal Supply Schedule) (July 2000) (Deviation I SEPT 2010), and 52.212-4(f) Excusable Delays (JUN 2010) regarding which the GSAR and the FAR provisions take precedence. c) Contract Formation. Subject to FAR 1.601(a) and FAR 43.102, the GSA Customer Purchase Order must be signed by a duly warranted Contracting Officer, in writing. The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government. d) Termination. Clauses in the Manufacturer Specific Terms referencing termination, suspension and/ or cancellation are superseded and not applicable to any GSA Customer order. Termination shall be governed by the FAR, the underlying GSA Schedule Contract and the terms in any applicable GSA Customer Purchase Orders. If the Contractor believes the GSA Customer to be in breach, it must file a claim with the Contracting Officer and continue to diligently pursue performance. In commercial item contracting under FAR 12.302(b), the FAR provisions dealing with disputes and continued performance cannot be changed by the Contracting Officer. e) Choice of Law. Subject to the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.),, the validity, interpretation and enforcement of this Rider shall be governed by and construed in accordance with the federal laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal laws or regulations are enacted, to the extent allowed by federal law, they will not apply to this Rider or the underlying Schedule Contract. f) Equitable remedies. Equitable remedies are generally not awarded against the Government absent an express statute providing therefore. In the absence of a direct citation to such a statute, all clauses in the Manufacturer Specific Terms referencing equitable remedies are superseded and not applicable to any GSA Customer order. g) Unilateral Termination. Unilateral termination by the Contractor does not apply to a GSA Customer Purchase Order and all clauses in the Manufacturer Specific Terms referencing unilateral termination rights of the Manufacturer are hereby superseded. h) Unreasonable Delay. Subject to FAR 52.212-4(f) Excusable delays, the Contractor shall be liable for default unless the nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

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Page 1: Varonis Systems, Inc. 1250 Broadway, 29th Floor New York ... · GS-35F-0511T  Page 750 Varonis Systems, Inc. 1250 Broadway, 29th Floor New York, NY 10001 EC America Rider to …

GS-35F-0511T www.ecamerica.com Page 750

Varonis Systems, Inc. 1250 Broadway, 29th Floor New York, NY 10001

EC America Rider to Product Specific License Terms and Conditions (for U.S. Government End Users)

1. Scope. This Rider and the attached Varonis Systems, Inc. (“Manufacturer”) product specific license terms establish the terms and

conditions enabling EC America (“Contractor”) to provide Manufacturer’s information technology products and services to Ordering Activities under EC America’s GSA MAS IT70 contract number GS-35F-0511T (the “Schedule Contract”). Installation and use of the information technology shall be in accordance with this Rider and Manufacturer Specific Terms attached hereto, unless an Ordering Activity determines that it requires different terms of use and Manufacturer agrees in writing to such terms in a valid delivery order placed pursuant to the Schedule Contract.

2. Applicability. Whereas GSA and EC America agreed at the time of Schedule Contract award upon a base set of terms and conditions applicable to all manufacturers and items represented on the Schedule Contract; and Whereas, the parties further agreed that all product specific license, warranty and software maintenance terms and conditions would be submitted at the time each new manufacturer was to be added to the Schedule Contract; Now, Therefore, the parties hereby agree that the product specific license, warranty and software maintenance terms set forth in Attachment A hereto (the “Manufacturer Specific Terms” or the “Attachment A Terms”) are incorporated into the Schedule Contract, but only to the extent that they are consistent with federal law (e.g., the Anti-Deficiency Act (31 U.S.C. § 1341), the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.), the Prompt Payment Act (31 U.S.C. §§ 3901 et. seq.), the Anti-Assignment statutes (31 U.S.C. § 3727 and 41 U.S.C. § 15), DOJ’s jurisdictional statute 28 U.S.C. § 516 (Conduct of Litigation Reserved to the Department of Justice (DOJ), and 28 U.S.C. § 1498 (Patent and copyright cases)). To the extent any Attachment A Terms are inconsistent with federal law (See, FAR 12.212(a)), such inconsistent terms shall be superseded, unenforceable and of no legal force or effect in all resultant orders under the Schedule Contract, including but not limited to the following provisions:

a) Contracting Parties. The GSA Customer (“Licensee”) is the “Ordering Activity”, defined as the entity authorized to order under GSA

MAS contracts as set forth in GSA ORDER ADM 4800.2G (Feb 2011), as may be revised from time to time.

b) Changes to Work and Delays. Subject to GSAR Clause 552.243-72, Modifications (Federal Supply Schedule) (July 2000) (Deviation I – SEPT 2010), and 52.212-4(f) Excusable Delays (JUN 2010) regarding which the GSAR and the FAR provisions take precedence.

c) Contract Formation. Subject to FAR 1.601(a) and FAR 43.102, the GSA Customer Purchase Order must be signed by a duly warranted Contracting Officer, in writing. The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government.

d) Termination. Clauses in the Manufacturer Specific Terms referencing termination, suspension and/ or cancellation are superseded and not applicable to any GSA Customer order. Termination shall be governed by the FAR, the underlying GSA Schedule Contract and the terms in any applicable GSA Customer Purchase Orders. If the Contractor believes the GSA Customer to be in breach, it must file a claim with the Contracting Officer and continue to diligently pursue performance. In commercial item contracting under FAR 12.302(b), the FAR provisions dealing with disputes and continued performance cannot be changed by the Contracting Officer.

e) Choice of Law. Subject to the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.),, the validity, interpretation and enforcement of this Rider shall be governed by and construed in accordance with the federal laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal laws or regulations are enacted, to the extent allowed by federal law, they will not apply to this Rider or the underlying Schedule Contract.

f) Equitable remedies. Equitable remedies are generally not awarded against the Government absent an express statute providing therefore. In the absence of a direct citation to such a statute, all clauses in the Manufacturer Specific Terms referencing equitable remedies are superseded and not applicable to any GSA Customer order.

g) Unilateral Termination. Unilateral termination by the Contractor does not apply to a GSA Customer Purchase Order and all clauses in the Manufacturer Specific Terms referencing unilateral termination rights of the Manufacturer are hereby superseded.

h) Unreasonable Delay. Subject to FAR 52.212-4(f) Excusable delays, the Contractor shall be liable for default unless the nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

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i) Assignment. All clauses regarding the Contractor’s assignment are subject to FAR 52.232-23, Assignment of Claims (JAN 1986) and FAR 42.12 Novation and Change-of-Name Agreements (Sep. 2013). All clauses governing the Contractor’s assignment in the Manufacturer Specific Terms are hereby superseded.

j) Waiver of Jury Trial. Waivers of Jury Trials are subject to FAR 52.233-1 Disputes (JULY 2002). The Government will not agree to waive any right that it may have under federal law. All clauses governing a waiver of jury trial in the Manufacturer Specific Terms are hereby superseded.

k) Government Indemnities. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301), since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered. The FAR 12.216 prohibit such indemnifications. All Manufacturer Specific Terms referencing customer indemnities are hereby superseded.

l) Contractor Indemnities. All Manufacturer Specific Terms that violate DOJ’s jurisdictional statute (28 U.S.C. § 516) by requiring that the Government give sole control over the litigation and/or settlement to the Contractor are hereby superseded. Nothing contained in the Manufacturer’s Specific terms shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute.

m) Renewals. All Manufacturer Specific Terms that provide for automatic renewals violate the Anti-Deficiency Act and are hereby superseded. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301), since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered.

n) Future Fees or Penalties. All Manufacturer Specific Terms that require the Government to pay any future fees, charges or penalties are hereby superseded unless specifically authorized by existing statutes, such as the Prompt Payment Act (31 U.S.C. § 3901 et seq.) or Equal Access To Justice Act (5 U.S.C. § 504; 28 U.S.C. § 2412).

o) Taxes. Taxes are subject to FAR 52.212-4(k), which provides that the contract price includes all applicable federal, state, local taxes and duties. Notwithstanding the foregoing, Contractor shall state separately on its invoices, taxes excluded from the fees, and the GSA Customer agrees to either pay the amount of the taxes (based on the current value of the equipment or services) to Contractor or provide it evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

p) Third Party Terms. When the end user is an instrumentality of the U.S., no license terms bind the GSA Customer unless included verbatim (not by reference) in the EULA, and the EULA is made an attachment to the underlying GSA Schedule Contract. All terms and conditions affecting the GSA Customer must be contained in a writing signed by a duly warranted Contracting Officer. Any third party manufacturer shall be brought into the negotiation, or the components acquired separately under federally-compatible agreements, if any. All Manufacturer Specific Terms that incorporate third party terms by reference are hereby superseded.

q) Dispute Resolution and Standing. Any disputes relating to the Manufacturer Specific Terms or to this Rider shall be resolved in accordance with the FAR, the underlying GSA Schedule Contract, any applicable GSA Customer Purchase Orders, and the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.). The Ordering Activity expressly acknowledges that EC America as contractor, on behalf of the Manufacturer, shall have standing to bring such claim under the Contracts Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.).

r) Advertisements and Endorsements. Pursuant to GSAR 552.203-71, use of the name or logo of any U.S. Government entity is prohibited. All Manufacturer Specific Terms that allow the Contractor to use the name or logo of a Government entity are hereby superseded.

s) Public Access to Information. EC America agrees that the attached Manufacturer Specific Terms and this Rider contain no confidential or proprietary information and acknowledges the Rider shall be available to the public.

t) Confidentiality. Any provisions in the attached Manufacturer Specific Terms that require the Ordering Activity to keep certain information confidential are subject to the Freedom of Information Act (5 U.S.C. § 552), and any order by a United States Federal Court. When the end user is an instrumentality of the U.S. Government, neither this Rider, the Manufacturer’s Specific Terms nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Rider, the Manufacturer’s Specific Terms or the Schedule Contract to the contrary, the GSA Customer may retain such Confidential Information as required by law, regulation or its bonafide document retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Rider, the Manufacturer’s Specific Terms and the Schedule Contract.

u) Alternate Dispute Resolution. The GSA Customer cannot be forced to mediate or arbitrate. Arbitration requires prior guidance by the head of a federal agency promulgated via administrative rulemaking according to 5 U.S.C. § 575(c). GSA has not issued any because it

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considers the Board of Contract Appeals to be an adequate, binding ADR alternative. All Manufacturer Specific Terms that allow the Contractor to choose arbitration, mediation or other forms of alternate dispute resolution are hereby superseded.

v) Ownership of Derivative Works. Provisions purporting to vest exclusive ownership of all derivative works in the licensor of the standard software on which such works may be based are superseded. Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the GSA Customer shall receive unlimited rights to use such derivative works at no further cost.

3. Order of Precedence/Conflict. To the extent there is a conflict between the terms of this Rider and the terms of the underlying Schedule Contract or a conflict between the terms of this Rider and the terms of an applicable GSA Customer Purchase Order, the terms of the GSA Schedule Contract or any specific, negotiated terms on the GSA Customer Purchase Order shall control over the terms of this Rider. Any capitalized terms used herein but not defined, shall have the meaning assigned to them in the underlying Schedule Contract.

ATTACHMENT A CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS

VARONIS SYSTEMS, INC.

VARONIS SYSTEMS, INC. LICENSE, WARRANTY AND SUPPORT TERMS

License Agreement THE TERMS OF THIS LICENSE SUPERSEDE IN THEIR ENTIRETY ANY CONFLICTING TERMS OF ANY LICENSE AGREEMENT WHICH ACCOMPANIES THE SOFTWARE, AS APPLICABLE, BASED ON THE SOFTWARE KEY THE GSA CUSTOMER HAS BEEN ASSIGNED (THE "SOFTWARE"). 1. Grant of License. Varonis Systems, Inc. ("Licensor") grants the GSA Customer a limited, , non-exclusive, nontransferable, non-sublicensable license to (i) use the Software as provided herein, during the Evaluation Period (as defined below), solely for the trial and evaluation of the Software (a "Temporary License"), and/or (ii) subject to the full payment of the applicable license fee, to use the Software, in executable form only, internally (the "Permanent License") solely during the term set forth in Section 5 below. The GSA Customer may not make any commercial use of the Software, nor grant any third party any right to use the Software, whether or not for any consideration. This License Agreement allows the GSA Customer to run and use the Software on the GSA Customer’s internal network, subject to the number of users (i) limited by the software key provided to the GSA Customer by the Licensor, if a Temporary License is granted to the GSA Customer, or (ii) indicated in the GSA Customer Purchase Order pursuant to which a Permanent License is granted to the GSA Customer. For the purpose of this Agreement, with respect to each Software Product a “user” shall include any user that has access or may potentially have access (whether authorized or unauthorized) during the term of the Permanent License to any of the data resources monitored by such Software Product. 2. Other Rights and Limitations. The GSA Customer may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute, place the Software onto a server so that it is accessible by third parties via a public network or otherwise disseminate all or any part of the Software, or extract source code from the object code of the Software. The GSA Customer may not publish or make available to the public, without Licensor's prior written approval, its impressions, evaluations, notes or recommendations from the use of the Temporary License. The Software is licensed as a single product. The GSA Customer may not separate its component parts for use on more than one computer or for any other purpose. The GSA Customer may not assign, sublicense, transfer, pledge, lease, rent, or share the GSA Customer’s rights under this Agreement. Any data processed, shared, transferred or otherwise used by the GSA Customer, including any of its users, is the GSA Customer’s sole responsibility. The GSA Customer must comply with applicable federal data protection laws and regulations. The GSA Customer must verify that no unauthorized users have access to its data. THE GSA CUSTOMER SOLELY, IS RESPONSIBLE TO BACK UP ITS DATA. Under no circumstances will Licensor be liable for any inaccuracy, loss of or damages to the GSA Customer’s data used by it including any of its users by means of the Software. 3. Proprietary Rights; Confidentiality. The GSA Customer acknowledges and agrees that the Software is a proprietary product of Licensor, protected under copyright laws and international treaties. The GSA Customer further acknowledges and agrees that all right, title and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereof (to the extent provided by Licensor) are and shall be owned solely by Licensor. This Agreement does not convey to the GSA Customer any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the FAR, the GSA Schedule Contract and/or any applicable GSA Customer Purchase Orders. The GSA Customer will maintain all copies of the Software and all related documentation in confidence, and in a manner that the Software and all related documentation are not publicly accessible, and that only those that need access to Software shall be able to access it. When the end user is an instrumentality of the U.S. Government, neither this EULA nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary, the GSA Customer may retain such Confidential Information as required by law, regulation or its bonafide document retention procedures for legal,

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regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement. 4. License Fees. In consideration of the Permanent License, the GSA Customer shall pay the applicable license fees. 5. Term and Termination. The Temporary License shall be effective upon delivery of the Software, and shall continue until the lapse of thirty (30) days from the delivery day (or such longer period as approved in writing by the Licensor), unless terminated earlier as set forth in the FAR, the underlying GSA Schedule Contract, and/or any GSA Customer Purchase Orders (the "Evaluation Period"). The Permanent License shall be perpetual, unless terminated by Licensor in accordance with the FAR, the underlying GSA Schedule Contract, and/or any GSA Customer Purchase Orders. When the end user is an instrumentality of the US Government, recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract disputes clause (Contract Disputes Act). During any dispute under the disputes clause, Varonis shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer. 6. Limited Warranty. With respect to the Temporary License, no warranties are provided by the Licensor in connection with the Software. With respect to the Permanent License, , Licensor warrants, for the GSA Customer’s benefit only, that the media on which the Software is provided will be free from defects in material and workmanship under normal use for a period of twelve (12) months from the date on which a Permanent License was granted to the GSA Customer. Licensor does not warrant that the Software shall be error free or that it shall meet the GSA Customer’s requirements. This limited warranty is void if failure of the Software has resulted from accident, abuse, unauthorized use or misapplication. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE MEDIA AND THE SOFTWARE ARE LICENSED "AS IS", AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. 7. Maintenance and Support. Following the Evaluation Period, and in connection with Software granted a Permanent License, the GSA Customer may purchase maintenance and support services pursuant to the execution of a new GSA Customer Purchase Order. The use and installation of any updates, upgrades, patches or other software the GSA Customer may receive or purchase from Licensor or its resellers in connection with the GSA Customer’s use of the Software, shall also be subject to and governed by the terms of this Agreement and the terms of Licensor’s Support Principles attached hereto as Exhibit A. 8. Limitation of Liability. Notwithstanding anything herein to the contrary, Licensor's cumulative liability to the GSA Customer or any third party for any loss, cost or damage resulting from any claims, demands, or actions arising out of or relating to this License Agreement, the Temporary License and/or the Permanent License shall not exceed the license fees actually paid to Licensor hereunder, if any. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. 9. Qualifications and Limitations Basis of Bargain. The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this License Agreement and the license granted hereunder, and the GSA Customer accepts and confirms that Licensor would not be able to provide the Software on an economic basis without such limitations. The foregoing exclusions/limitations of liability shall not apply (1) to personal injury or death caused by Varonis’ negligence; (2) for fraud; or (3) for express remedies under law or the contract; or (4) for any other matter for which liability cannot be excluded by law. 10. U.S.-Related Special Provisions. The GSA Customer agrees that the Software is not being or will not be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, nor will it be used for any purposes prohibited by such Act. If any part of the Software is acquired by or on behalf of a unit or agency of the U.S. Government, the Government agrees that the Software and all related documentation are "commercial computer software" or "commercial computer software documentation' and that, absent a written agreement to the contrary, the Government's rights with respect to the Software and the related documentation are limited by the terms of this Agreement, pursuant to FAR 12.212(a), FAR 52.227-14 “Rights in Data” (Dec. 2007) and/or DFARS 252.227. 7015 “Technical DataCommercial Items” (Jun. 2013), as applicable. 11. Governing Law and Jurisdiction; Litigation Costs. This Agreement shall be construed and governed in accordance with the laws of the United States of America without reference to conflict of laws, and dispute resolution shall take place in a forum, and within the time period, prescribed by applicable federal law. No equitable or injunctive relief, and no shifting of legal fees or costs, may be sought against the GSA Customer except as, and then only to the extent, specifically authorized by applicable federal statute. 12. Auto-updates & Environment Settings survey. The following functionality shall automatically be available to the GSA Customer with the Software: (i) if the GSA Customer purchases software subscription services, and subject to Government Information Security Requirements, including but not limited to those imposed by the Federal Information Security Management Act (FISMA), Licensor will regularly download and install software fixes and improvements to the installed DatAdvantage® environment. This includes only database scripts and does not compromise the data collected at the GSA Customer’s environment. Use of the software fixes and improvements shall be subject to the terms of this Agreement; and (ii) if the GSA Customer purchases support services, subject to Government information security requirements, Licensor will monitor and collect general information about the GSA Customer’s installed Software environment. This includes general information (the number of probes, shadows, file servers, folders, users and permissions that are monitored), as well as health status (database sizes, jobs and status of executables). This information can be used by Licensor's support engineers to improve the service if a

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problem arises, or to contact the customer proactively to prevent problems. Note that the GSA Customer may choose not to activate these functions by manually selecting "I Refuse" during the installation process. 13. Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement, together with the underlying GSA Schedule Contract, the Schedule Price List and any applicable GSA Customer Purchase Orders represents the entire agreement concerning the program between the GSA Customer and Licensor and it supersedes any prior proposal, representation, or understanding between the parties. This Agreement, however shall not take precedence over the terms of the underlying GSA Schedule Contract or any specific, negotiated terms on the GSA Customer’s Purchase Order. The GSA Customer may not assign this Agreement to any third party without the prior written consent of Licensor. Assignment by Varonis is subject to FAR 52.232-23 “Assignment of Claims” (Jan. 1986) and FAR subpart 42.12 “Novation and Change-of-Name Agreements” (Sep. 2013). The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Agreed and Accepted: Varonis Systems, Inc. The GSA Customer By: By: Title: Title: Date: Date: Exhibit A Varonis Support Principles 1. Support Services 1.1. Support Services. Throughout the Support Services term, Varonis will make available to the GSA Customer the following Support Services in respect of the Software (for which the Customer duly purchased a license from Varonis) (collectively "Support Services"): 1.1.1. Software Subscription under Section 2 below; 1.1.2. Error verification and classification under Section 3 below; 1.1.3. Correction of Errors under Section 5 below; 1.1.4. Consultation and advice per telephone and email under Section 6 below; 1.2. Supported Versions. Varonis will provide Support Services under this Agreement only for the most current generally available Version of the Software (the “Most Current Version”) and the Version immediately preceding the Most Current Version of the Software (the “Previous Version”). Notwithstanding the aforesaid, for a period of three (3) months as of the release of the Most Current Vers ion of the Software, Varonis will provide support services to the Version of the Software which is immediately preceding the Most Current Version of the Software, in such level determined by Varonis at its sole discretion. "Version" shall mean a subsequent release of a Software or associated Documentation (the user documentation made generally available by Varonis to customers in connection with the Software) denoted by a change in the Software's release number. "Versions" do not include new functionality, features or modules offered by Varonis as separate or additional products or components or add-ons by Varonis. 1.3. Supported Users. Varonis will provide Support Services under this Agreement with respect to the number of users for which the GSA Customer duly purchased the Support Services. Upon any renewal of the Support Services, the GSA Customer shall be required to renew the Support Services for the higher of (i) the initial number of users indicated in the purchase order pursuant to which the Software was purchased or (ii) the number of users indicated in Varonis’ records, if such number is higher than the number in subsection (i), following an increase in the number of users under the license of the Software pursuant to the purchase of additional license(s) by the GSA Customer (the "Registered Number of Users"). In the event that the GSA Customer renews the Support Services for a number of users which is less than the Registered Number of Users (the "New Number of Users"), Varonis shall be entitled, at any time, to run an audit check (including through running a script) in order to verify the actual number of users applicable to the Software. In the event that any such audit reveals that the actual number of users applicable to the Software is higher than the New Number of Users, Varonis will provide immediate notice to the GSA Customer of the alleged deficiency and may invoice the GSA Customer for the number of licenses required to bring it into compliance under this Agreement. 2. Software Subscription. 2.1. Provision of Updates. Varonis shall make available to the GSA Customer, Updates of the Software, if and when Varonis makes such Updates generally available to its other customers then covered by the Software Subscription. Updates shall mean new Versions, updates, modifications, Work Arounds (a technically reasonably feasible change in the operating procedure of the Software whereby the adverse effects of the Error on the normal operation of the Software are reasonably minimized), upgrades, patches, error-corrections, releases, hotfixes, service packs, feature packs, which are designed and released by Varonis to optimize and/or

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repair the operation of the Software or the Documentation, if and when generally made generally available by Varonis to its customers. Updates shall not include any new functionality, features or modules offered by Varonis as separate or additional products, components or add-ons ("Additional Products"). 2.2. Ability to Purchase Additional Products. Varonis shall make available to the GSA Customer, pursuant to the execution of a new GSA Customer Purchase Order, any Additional Products if and when Varonis generally offers such Additional Products to its other customers. 2.3. Notifications. Varonis shall not be responsible to provide a notice on any Updates or Additional Products available. 3. Error Verification and Classification 3.1. Reporting of Error(s): An Error by Customer shall be reported in writing to Varonis by electronic mail. Each Error Report (“ER”) shall state one Error and shall contain the following information: - A suggested Error Severity Level among one of the classes set out below; - A description of the command(s) and procedures that reveal the Error; - A description of the hardware and operating environment; - Specification of Version of the Software in question; - A short description of the Error; - Examples of input; - The resulting output; - The expected output; - Any special circumstances surrounding the discovery of the Error. 3.2. Classification and Verification: For each ER received, Varonis shall: 3.2.1. Confirm receipt of the ER by electronic mail within no later than 30 minutes. 3.2.2. Analyze the ER, verify the existence of the Error(s) and classify the Error, at its sole and exclusive discretion, in one of the Error Severity Levels set forth below, if any: Severity 1 Severity 2 Severity 3 Severity 4 A down situation where the Software is non-operational and there is no known work-around. With errors of this severity level, the Software may: • Repeatedly fail catastrophically; • Require repeated reboots of the system; • Impact any system connected to or monitored by the Software. A major function of the Software is unusable and no work-around is available, but the Software still supports some production functionality. With Errors of this severity level, the Software may: • Be usable, but incomplete; • Fail catastrophically; • Require reboot of the system; • Suffer severe degraded performance (throughput/ response). The Software is functional, but provides incorrect results or is not operating in accordance with the Specifications. Also includes Errors with a major function of the software for which there is a known work-around. With Errors of this severity level, the product may: • Have major errors in results returned; • Require use of a Work Around to address issue. All other problems with the Software other than those falling within the categories above. With errors of this severity level, the Software may: • Have minor errors in results returned; • Operate in a manner inconsistent with technical Specifications. "Error" shall mean a reproducible failure in the Software resulting in one of the Error Severity Levels above, causing the Software not to operate in accordance with the Specifications (the published functionality and performance specifications for the Software appearing in the Documentation). Notwithstanding the foregoing, "Error" shall not include any failure caused: (i) by the use or operation of the Software with any other hardware, software or programming languages or in an environment other than that intended or recommended by Varonis, (ii) by any bug, defect, error or malfunction in the Equipment or any hardware or software used with the Software or any other failure of the Equipment, such hardware or software to conform to their published specifications, (iii) due to modifications, alterations and repairs to the Software not made by Varonis or on its behalf, or (iv) due to misuse, accident or improper installation, support or maintenance 4. Technical Support Response Time

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Severity Level Response Time Additional Info Severity 1 4 hours during Varonis business hours For additional info see section 5.1.1 Severity 2 6 hours during Varonis business hours For additional info see section 5.1.2 Severity 3 Next business day during Varonis business hours For additional info see section 5.1.3 Severity 4 Next business day during Varonis business hours For additional info see section 5.1.4 5. Error Correction. 5.1. Method of Correction. Following receipt of Customer's ”ER”, Varonis and Customer will first attempt to resolve the problem over the phone or via email or other electronic means. If such remote attempts are unsuccessful, Varonis shall use commercially reasonable efforts to Correct Errors as follows: 5.1.1. For Errors classified by Varonis as Severity 1 Level Errors, Varonis shall immediately commence commercially reasonable efforts to create a Work Around within 7 days, and a subsequent final solution as soon as possible. Varonis shall constantly keep Customer informed of the progress of the Error Correction work. 5.1.2. For Errors classified by Varonis as Severity 2 Level Errors, Varonis shall immediately commence commercially reasonable efforts to create a Work Around within fourteen (14) days, and a subsequent final solution which as soon as possible. Varonis shall until completion of the Work Around, inform Customer of the progress of the Error Correction work at least once every three days. 5.1.3. For Errors classified by Varonis as Severity 3 Level Errors, Varonis shall commence commercially reasonable efforts to create a Work Around within fourteen (14) days, and a subsequent final solution at a reasonable time thereafter. Varonis shall until completion of the temporary solution, inform Customer of the progress of the Error Correction work at least once a week. 5.1.4. Correction of Errors classified by Varonis as Severity 4 Level Errors, if any, shall be repaired within a reasonable time taking into account Varonis’ then current workload and planning. 5.2. Location. Any Error Correction shall be carried out by Varonis from Varonis' offices only and in no way will Varonis' be obligated to provide any on-site support or visit or be present in Customer's premises or in any other location. "Error Correction(s)" shall mean any modification, repair or replacement of the Software to remedy an adverse effect of such Error on the operation of the Software 6. Provision of Telephone and Email Support. Varonis shall use commercially reasonable efforts, to supply during 9AM through 5PM (EST (“Business Hours”) on Business Days (Monday through Friday, not including federal holidays), consultation and advice to Customer, directly over the telephone or by Email. Answers will be given to questions regarding the use of the Software and its installation, configuration and Documentation. Furthermore, general advice regarding submitted ER’s shall be given. 7. Customer Obligations 7.1. Cooperation. Customer will cooperate with Varonis regarding any Support Services, including without limitation by providing as much detail as available about reported Errors, and taking all such reasonable measures requested by Varonis in order to detect and provide further information with respect to each Error. Customer shall ensure the readiness of its Equipment (hardware situated at the Premises on which the Software is installed and operated), computerized systems, environment and personnel to the operation of the Software, and shall ensure the appropriate conditions required to enable Varonis to comply with its undertakings hereunder, including without limitation: (i) to enable Varonis to remotely access the Software, subject to the GSA Customer’s security requirements; (ii) ensure the availability of Customer's personnel required for the operation of the Software; (iii) comply with Varonis' reasonable administrative requirements; and (iv) provide Varonis or its representatives, subject to the GSA Customer’s security requirements, remote control access to the server where the Software is installed. 7.2. Access. If requested by Varonis, subject to the GSA Customer’s security requirements, the GSA Customer shall grant Varonis such access to the information, to the premises, and to the Equipment as may be necessary or appropriate for Varonis to perform its Support Services. Varonis shall not responsible to any failure to provide Support Services due to GSA Customer’s refusal to grant Varonis access reasonably required by Varonis to provide the Support Services. 7.3. Customer Contacts. Customer shall ensure that its contacts authorized to receive the Support Services are fully knowledgeable of the Software and of the underlying technologies and are capable of receiving remote instructions from Varonis and performing activities reasonably required by a computerized system operator. 7.4. Installation of Updates. Customer shall install any and all Updates of the Software within a reasonable time following the date in which they become available. 8. Warranty; Disclaimer; Limitation of Liability. 8.1. VARONIS UNDERTAKES TO PROVIDE THE SUPPORT SERVICES IN A TIMELY AND PROFESSIONAL MANNER. EXCEPT FOR THE ABOVE UNDERTAKING, VARONIS PROVIDES NO WARRANTY, EXPRESS OR OTHERWISE, WITH RESPECT TO THE SUPPORT SERVICES, AND VARONIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 8.2. VARONIS' LIABILITY HEREUNDER FOR ANY DAMAGES WHICH CUSTOMER MAY SUFFER SHALL IN NO EVENT EXCEED THE AMOUNT OF THE MOST RECENT ANNUAL SUPPORT FEE PAID BY CUSTOMER TO VARONIS. IN NO EVENT WILL VARONIS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING

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NEGLIGENCE), EVEN IF VARONIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION/LIMITATION OF LIABILITY SHALL NOT APPLY (1) TO PERSONAL INJURY OR DEATH CAUSED BY VARONIS’ NEGLIGENCE; (2) FOR FRAUD; (3) FOR EXPRESS REMEDIES UNDER LAW OR THE CONTRACT; OR (4) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW. 9. Contacting Varonis Technical Support Two primary customer contacts may be designated for contacting Varonis technical support. All issues must be reported through these designated contacts. 9.1. Email Customers may submit support issues via email to [email protected] any time. Email is only monitored during Varonis Business Hours as defined above. Guidelines for interacting with the email generated from Vaornis ticketing and tracking system: 9.1.1. Customer should choose appropriate subject lines to describe its question or issue. 9.1.2. Customer should send in separate email, each individual question or issue it may have, to allow for tracking separately. 9.1.3. If Customer copies additional individuals on the *first* email message to Varonis, those individuals will be added to the ticket in a "cc" list, and will receive emails from the tracking system each time the ticket is updated. If Customer would like to add additional individuals once the ticket has been opened, Customer should reply to the auto-generated email and ask Varonis to add such individuals. 9.1.4. Customer should be aware that Varonis cannot accept any file attachments that are executables, scripts or DLLs. Customer should send Varonis images by inserting them into a Word document. If Customer needs to send Varonis any of the above file types, please contact Varonis technical support to coordinate transfer of the data. 9.1.5. The maximum file size for attachments is 5 MB. If Customer needs to send Varonis larger files, please compress them into several archives and send each one separately or contact Varonis support to coordinate the data transfer. 9.1.6. All email will be converted to text. Customer should not rely on color/fonts to call Varonis’ attention to answers. 9.2. Phone Customers may submit support issues via phone to the Varonis support line. The applicable phone numbers are at http://www.varonis.com/services/support/index.html. The support line is monitored by a messaging service. When contacting the support line, please provide the representative a detailed message and a Varonis support representative will return the call. 9.3. Support Web Site Customers may submit support issues via the Varonis support web site at http://support.varonis.com. Tickets that were submitted via the web will be handled and tracked as tickets that were submitted by email. 10. The Support Services provided by Varonis pursuant to the principles herein do not and shall not cover any migration services or tools provided by Varonis, if any, and do not and shall not include any training services of any kind whatsoever.