Chronicle Services Agreement

Last modified: October 01, 2020

This Chronicle Services Agreement (the "Agreement") is entered into by Chronicle and the entity or person agreeing to these terms ("Customer"). "Chronicle" means either (i) Chronicle LLC, a Delaware limited liability company if Customer's billing address is in North America or South America, or (ii) Chronicle Security Ireland Limited, an Ireland limited liability company if Customer's billing address is in any country other than those in North American or South America. This Agreement is effective as of the date Customer clicks to accept the Agreement or otherwise agrees to the Agreement (the "Effective Date").

If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.

1. The Services.

1.1 Services. Chronicle will provide the Services specified in an Order Form in accordance with the Agreement, including the SLAs, and Customer and its End Users may use the Services in accordance with the Agreement.

1.2 Account. Chronicle will provide Customer an Account. Customer is responsible for (a) maintaining the confidentiality and security of the Account and associated passwords and (b) any use of the Account.

1.3 Data Location. In the Order Form Customer may select to store Customer Data in a specific Region/Multi-Region as detailed on the Chronicle Locations Page ("Data Location Selection"), and Chronicle will store that Customer Data at rest only in the selected Region/Multi-Region. If a Data Location Selection is not made by Customer, Chronicle may process and store the Customer Data anywhere Chronicle or its agents maintain facilities. The Services do not limit the locations from which Customer or Customer End Users may access Customer Data or to which they may move Customer Data. For purposes of this Section 1.3 (Data Location), Customer Data does not include resource identifiers, attributes, or other data labels.

1.4 Customer Data. Chronicle may delete Customer Data that is outside the Data Period. Chronicle may use Shared Signals to provide the Services to any customer.

2. Customer Obligations.

2.1 Consents. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) Chronicle's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.

2.2 Compliance. Customer will (a) ensure that Customer and its End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and (c) promptly notify Chronicle of any unauthorized use of, or access to, the Services of which Customer becomes aware.

2.3 Use Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or use the Services (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA. Customer may only use the Services to access and use Customer Data to detect and prevent cyber threats in support of Customer's internal security for Customer's internal benefit. Customer will not allow anyone other than its internal security team to use the Services.

3. Data Privacy and Security.

3.1 Protection of Customer Data. Except as otherwise stated in this Agreement, Chronicle will only access or use Customer Data to provide the Services and Chronicle Technical Support Services ordered by Customer and will not use it for any other Chronicle products, services, or advertising. Chronicle has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.

3.2 Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by reference into this Agreement.

4. Payment Terms.

4.1 Orders via Reseller. If Customer orders the Services from Reseller, then: (a) fees for the Services will be set between Customer and Reseller, and any payments will be made directly to Reseller under the Reseller Agreement, (b) the remaining provisions in this Section 4 (Payment Terms) will not apply to the Services, and (c) Google may share Customer Confidential Information with Reseller as a Delegate subject to Section 11 (Confidentiality) of this Agreement.

4.2 Payment. Chronicle will invoice Customer for the Fees. Customer will pay Chronicle all invoiced amounts by the Payment Due Date. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice.

4.3 Taxes. Chronicle will itemize any invoiced Taxes. Customer will pay invoiced Taxes unless Customer provides a valid tax exemption certificate. Customer may withhold Taxes if Customer provides a valid receipt evidencing the taxes withheld.

4.4 Invoice Disputes. Customer must submit any invoice disputes to collections@google.com before the Payment Due Date. If the parties determine that Fees were incorrectly invoiced, then Chronicle will issue a credit equal to the agreed amount.

4.5 Overdue Payments.

  1. If Customer's payment is overdue, then Chronicle may (i) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (ii) Suspend the Services.
  2. Customer will reimburse Chronicle for all reasonable expenses (including attorneys' fees) incurred by Chronicle in collecting overdue payments except where such payments are due to Chronicle's billing inaccuracies.

4.6 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide a purchase order number in the Order Form. If Customer does not provide a purchase order number, then (a) Chronicle will invoice Customer without a purchase order number, and (b) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order are void.

4.7 Credit Limit. Customer's use of Services may not exceed its aggregate credit limit as determined by Chronicle in its reasonable discretion (and made available if requested), and Chronicle will not be obligated to provide services to Customer in excess of such credit limit. Chronicle may revise Customer's credit limit in its reasonable discretion. Chronicle will provide notice seven days prior to reducing Customer's credit limit, and will provide the rationale for such reduction. If Chronicle determines that Customer is at risk of non-payment, then Chronicle may (a) increase invoice frequency, (b) require prepayments, (c) reduce payment terms, (d) request financial statements, (e) require financial guarantees such as deposits or bank guarantees, or (f) apply a credit order hold.

4.8 Fees. All Fees are non-refundable unless otherwise specified. Chronicle reserves the right to proportionally increase Customer's Fees during an Order Term based on any ten percent (10%) or more increase in Covered Personnel from the number reported by the Customer in an Order Form.

5. Third Party Components and Products. Customer may elect to use third-party products, services or components in conjunction with the Services ("Third-Party Offerings"). Any such third-party offerings will be elective and Customer must obtain access to any such third-party offerings from their respective providers under separate terms with the respective provider(s). To the extent Customer elects to integrate the Services with such a Third-Party Offering, it explicitly consents and instructs Chronicle to allow the third-party provider of any such Third-Party Offerings to access Customer Data as may be required to interact with the Services.

6. Intellectual Property.

6.1 Intellectual Property Rights. Except as expressly described in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other's content or Intellectual Property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Chronicle retains all Intellectual Property Rights in the Services and Software.

6.2 Feedback. At its option, Customer may provide feedback and suggestions about the Services to Chronicle ("Feedback"). If Customer provides Feedback, then Chronicle and its Affiliates may use that Feedback without restriction and without obligation to Customer.

7. Updates to the Services and Terms.

7.1 Changes to Services.

  1. Limitations on Changes. Chronicle may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services.
  2. Discontinuance. Chronicle will notify Customer at least 12 months before discontinuing any Service (or associated material functionality) unless Chronicle replaces such discontinued Service or functionality with a materially similar Service or functionality.
  3. Support. Chronicle will continue to provide product and security updates, and Chronicle Technical Support Services, until the conclusion of the applicable notice period under subsection (b) (Discontinuance).
  4. Backwards Incompatible Changes. Chronicle will notify Customer at least 12 months before significantly modifying a Customer-facing Chronicle API in a backwards-incompatible manner.

7.2 Changes to Terms. Chronicle may update the URL Terms, provided the updates do not (a) result in a material degradation of the overall security of the Services, (b) expand the scope of or remove any restrictions on Chronicle's processing of Customer Data as described in the Data Processing and Security Terms, or (c) have a material adverse impact on Customer's rights under the URL Terms. Chronicle will notify Customer of any material updates to URL Terms.

7.3 Permitted Changes. Sections 7.1 (Changes to Services) and 7.2 (Changes to Terms) do not limit Chronicle's ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability Services, offerings, or functionality.

8. Temporary Suspension.

8.1 Services Suspension. Chronicle may Suspend Services if (a) necessary to comply with law or protect the Services or Chronicle's infrastructure supporting the Services or (b) Customer or any End User's use of the Services does not comply with the AUP or Data Policy, and it is not cured following notice from Chronicle.

8.2 Limitations on Services Suspensions. If Chronicle Suspends Services, then (a) Chronicle will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension

9. Technical Support. Chronicle will provide Chronicle Technical Support Services to Customer during the Order Term in accordance with the Chronicle Technical Services Support Guidelines.

10. Benchmarking.

Customer may conduct benchmark tests of the Services (each a "Test"). Customer may only publicly disclose the results of such Tests if it (a) obtains Chronicle's prior written consent, (b) provides Chronicle all necessary information to replicate the Tests, and (c) allows Chronicle to conduct benchmark tests of Customer's publicly available products or services and publicly disclose the results of such tests.

11. Confidentiality.

11.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party's Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party's Confidential Information (a) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 9 (Confidentiality); (b) with the Disclosing Party's written consent; or (c) as strictly necessary to comply with Legal Process, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so. The Recipient will comply with the Disclosing Party's reasonable requests to oppose disclosure of its Confidential Information.

11.2 Redirect Disclosure Request. If the Recipient receives Legal Process for the Disclosing Party's Confidential Information, the Recipient will first attempt to redirect the third party to request it from the Disclosing Party directly. To facilitate this request, the Recipient may provide the Disclosing Party's basic contact information to the third party

12. Marketing and Publicity. Each party may use the other party's Brand Features in connection with the Agreement as permitted in the Agreement. Customer may state publicly that it is a Chronicle customer and display Chronicle Brand Features in accordance with the Trademark Guidelines. Customer and Chronicle will work together on an announcement of Customer being a Chronicle customer, which will take place on a mutually agreed upon date within 6 months of the Effective Date. Additionally, with prior written consent, the parties may engage in joint marketing activities such as customer testimonials, announcements, press engagements, public speaking events, and analyst interviews. A party may revoke the other party's right to use its Brand Features with 30 days' written notice. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

13. Representations and Warranties. Each party represents and warrants that it (a) has full power and authority to enter into the Agreement and (b) will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

14. Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Chronicle (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) makes no representation about content or information accessible through the Services.

15. Indemnification.

15.1 Chronicle Indemnification Obligations. Chronicle will defend Customer and its Affiliates participating under the Agreement ("Customer Indemnified Parties"), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the Customer Indemnified Parties' use of Chronicle Indemnified Materials infringes the third party's Intellectual Property Rights.

15.2 Customer Indemnification Obligations. Customer will defend Chronicle and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer's or an End User's use of the Services in breach of the AUP or the Use Restrictions.

15.3 Indemnification Exclusions. Sections 15.1 (Chronicle Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the Agreement or (b) a combination of the Chronicle Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement.

15.4 Indemnification Conditions. Sections 15.1 (Chronicle Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) are conditioned on the following:

  1. The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 15.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 15.1 (Chronicle Indemnification Obligations) or 15.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.
  2. The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15.5 Remedies.

  1. If Chronicle reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Chronicle may, at its sole option and expense, (i) procure the right for Customer to continue using the Services, (ii) modify the Services to make them non-infringing without materially reducing their functionality, or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
  2. If Chronicle does not believe the remedies in Section 15.5(a) are commercially reasonable, then Chronicle may Suspend or terminate the impacted Services.

15.6 Sole Rights and Obligations. Without affecting either party's termination rights, this Section 15 (Indemnification) states the parties' sole and exclusive remedy under the Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 15 (Indemnification).

16. Liability.

16.1 Limited Liabilities.

  1. To the extent permitted by applicable law and subject to Section 16.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any
    1. indirect, consequential, special, incidental, or punitive damages or
    2. lost revenues, profits, savings, or goodwill.
  2. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the Agreement during the 12 month period before the event giving rise to Liability.

16.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:

  1. death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;
  2. its fraud or fraudulent misrepresentation;
  3. its obligations under Section 15 (Indemnification);
  4. its infringement of the other party's Intellectual Property Rights;
  5. its payment obligations under the Agreement; or
  6. matters for which liability cannot be excluded or limited under applicable law.

17. Term and Termination.

17.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the "Term"). Unless otherwise agreed in an Order Form, at the end of the Order Term, the Services will automatically renew for an additional Order Term of 12 months, unless either party provides the other party with notice of non-renewal at least 30 days prior to the end of the then-current Order Term. Chronicle may update the Price for an Order Term by providing notice at least 60 days prior to the start of that Order Term. Any updates to the price pursuant to the preceding sentence will apply to all following Order Terms unless otherwise updated by Chronicle under the preceding sentence.

17.2 Termination for Convenience. Subject to any financial commitments in an Order Form or addendum to the Agreement, Customer may terminate the Agreement or an Order Form for convenience with 30 days' prior written notice to Chronicle.

17.3 Termination for Breach. Either party may terminate the Agreement if the other party (a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice, (b) ceases its business operations, or (c) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.

17.4 Effects of Termination. If the Agreement terminates, then all Order Forms also terminate. If the Agreement terminates or expires, then all rights and access to the Services under the Agreement will terminate (including access to Customer Data, if applicable), unless otherwise described in the Agreement. If an Order Form terminates or expires, then after that Order Form's termination or expiration effective date, (a) all rights and access to the Services under that Order Form will terminate (including access to Customer Data, if applicable), unless otherwise described in the Agreement, and (b) Chronicle will send Customer a final invoice (if applicable) for payment obligations under that Order Form. Termination or expiration of one Order Form will not affect other Order Forms.

17.5 Survival. The following Sections will survive expiration or termination of the Agreement: Section 4 (Payment Terms), Section 6 (Intellectual Property), Section 10 (Benchmarking), Section 11 (Confidentiality), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Liability), Section 17.4 (Effects of Termination), Section 18 (Miscellaneous), Section 19 (Definitions).

18. Miscellaneous.

18.1 Notices. Chronicle will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to Chronicle by sending an email to legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

18.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.

18.3 Assignment. Neither party may assign the Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of the Agreement, (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them, (c) the assigning party has notified the other party of the assignment, and (d) if Customer is the assigning party, the assignee is established in the same country as Customer. Any other attempt to assign is void.

18.4 Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganization, then (a) that party will give written notice to the other party within 30 days after the change of Control and (b) the other party may immediately terminate the Agreement any time within 30 days after it receives that written notice.

18.5 Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

18.6 Subcontracting. Chronicle may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

18.7 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

18.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

18.9 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

18.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

18.11 Equitable Relief. Nothing in the Agreement will limit either party's ability to seek equitable relief.

18.12 Governing Law. All claims arising out of or relating to the Agreement or the Services will be governed by California law, excluding that state's conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California; the parties consent to personal jurisdiction in those courts.

18.13 Amendments. Except as specifically described otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement, and be signed by both parties.

18.14 Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that the party does not breach its obligations under the Agreement in doing so.

18.15 Entire Agreement. The Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of the Agreement. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in the Agreement. The Agreement includes Order Forms and URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement.

18.16 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order: this Agreement, the URL Terms, and the applicable Order Form.

18.17 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.

18.18 Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

18.19 Electronic Signatures. The parties consent to electronic signatures.

18.20 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

19. Definitions.

"Account" means the account that Chronicle assigns to Customer to access the Services.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"AUP" means the then-current acceptable use policy for the Services described at https://chronicle.security/legal/acceptable-use-policy.

"BAA" or "Business Associate Agreement" is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA).

"Brand Features" means each party's trade names, trademarks, logos, domain names, and other distinctive brand features.

"Chronicle API" means any application programming interface provided by Chronicle as part of the Services.

"Chronicle Indemnified Materials" means Chronicle's technology used to provide the Services and Chronicle's Brand Features.

"Chronicle Locations Page" means the then current location documentation for the Services available at http://backstory.chronicle.security/static/Chronicle_Locations.html.

"Chronicle Technical Support Services" or "Chronicle TSS" means the then-current technical support service provided by Chronicle to Customer under the Chronicle Technical Support Services Guidelines.

"Chronicle Technical Support Services Guidelines" means the then-current Chronicle support service guidelines described at https://chronicle.security/legal/technical-support-services-guidelines.

"Confidential Information" means information that one party or its Affiliate ("Disclosing Party") discloses to the other party ("Recipient") under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer's Confidential Information. Confidential Information does not include information that is independently developed by the Recipient, is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the Recipient.

"Control" means control of greater than 50% of the voting rights or equity interests of a party.

"Covered Personnel" means an employee or contractor of Customer or a Customer Affiliate.

"Customer Data" means data provided by Customer or End Users to the Services.

"Customer Indemnified Materials" means Customer Data and Customer Brand Features.

"Data Period" means the length of time specified in the Order Form, and calculated on a monthly rolling, lookback basis from the current date using the event date/timestamp of the Customer Data as read by the Services.

"Data Policy" means the then-current data policy for the Services available at https://chronicle.security/legal/data-policy.

"Data Processing and Security Terms" means the then-current terms describing data processing and security obligations with respect to Customer Data, as described at https://chronicle.security/legal/data-processing-security-terms.

"Delegates" means the Recipient's employees, Affiliates, agents, or professional advisors.

"End User" or "Customer End User" means an individual that Customer permits to use the Services. For clarity, End Users may include employees of Customer Affiliates and other third parties.

"Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

"Fees" means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

"High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry).

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

"including" means including but not limited to.

"Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

"Intellectual Property" or "IP" means anything protectable by an Intellectual Property Right.

"Intellectual Property Right(s)" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

"Notification Email Address" means any of the following: the email address designated by Customer in the Order Form; the email address provided by Customer to Reseller, if applicable; the email address provided by Customer when accepting this Agreement; or the email address for Customer's primary contact.

"Order Form" means a quote issued by Chronicle to Customer specifying the Services Chronicle will provide to Customer under this Agreement. If Customer orders the Services from Reseller, the Order Form means the document(s) exchanged between the Reseller and Chronicle specifying the Services Chronicle will provide to Customer under this Agreement.

"Order Term" means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with the Agreement.

"Payment Due Date" means 30 days from the invoice date.

"Prices" means the prices for the Services described in an Order Form or amendment to this Agreement.

"Region/Multi-Region" means a region or multi-region as described and identified at the Chronicle Locations Page.

"Reseller" means, if applicable, the authorized non-Affiliate third party reseller that sells the Services to Customer.

"Services" means the Chronicle security telemetry platform.

"Shared Signals" means the specific element of Customer Data that Chronicle relates to a Threat in providing the Services to Customer. Section 3 (Data Privacy and Security) does not apply to Shared Signals and Shared Signals are neither party's Confidential Information.

"SLA" means the then-current service level agreements described at https://chronicle.security/legal/service-level-agreement.

"Services Start Date" means either the start date described in the Order Form or, if none is specified in the Order Form, the date Chronicle makes the Services available to Customer.

"Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services.

"Taxes" means all government-imposed taxes, except for taxes based on Chronicle's net income, net worth, asset value, property value, or employment.

"Threat" means a known or suspected cybersecurity attack, vulnerability, or other threat that Chronicle has identified or is aware of, including that threat's relationship to Customer Data. Threat is Chronicle's Confidential Information.

"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

"Trademark Guidelines" means Chronicle's Brand Terms and Conditions described at https://www.google.com/permissions/trademark/brand-terms.html where references to "Google" are deemed to be references to Chronicle) and the Guidelines for Third Party Use of Chronicle Brand Features described at https://chronicle.security/legal/use-of-brand-guidelines.

"URL" means a uniform resource locator address to a site on the internet.

"URL Terms" means the AUP, Data Policy, Data Processing and Security Terms, Chronicle Technical Support Services Guidelines. and SLA.

"Use Restrictions" means the restrictions in Section 2.3 (Use Restrictions).