Last Modified: September 20, 2021 | Previous Versions
This Chronicle Services Agreement (the “Agreement”) is entered into by Chronicle and the entity or person agreeing to these terms (“Customer”), and governs Customer’s access to and use of the Services. “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 America 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 or otherwise agree to the Agreement.
- 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.
- Account. Chronicle will provide Customer an Account. Customer is responsible for (a) maintaining the confidentiality and security of the Account and associated passwords, including any keys for Chronicle APIs, and (b) any use of the Account.
- Ceasing Services Use. Customer may stop using the Services at any time.
- 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.
- 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.
- 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.
Data Privacy and Security.
- Protection of Customer Data. 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.
- Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by reference into this Agreement.
- Invoicing and Payment. Chronicle will invoice Customer for the Fees. Chronicle’s measurement tools will be used to determine Customer’s usage of the Services. Each invoice will include data in sufficient detail to allow Customer to validate the Services purchased and associated 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. Unless otherwise provided in the Agreement or required by law, Fees for Services are nonrefundable.
- 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.
- Invoice Disputes. Customer must submit any invoice disputes to email@example.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.
- (a) 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 if Customer’s payment is overdue for more than 14 days after the Payment Due Date. Chronicle will notify Customer at least 7 days before such Suspension
- (b) 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.
- 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.
- 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.
Resold Customers. This Section 5 (Resold Customers) applies only if Customer orders the Services from a Reseller under a Reseller Agreement (such Services, “Resold Services”).
- Orders. For the purposes of Resold Services: (a) fees will be set between Customer and Reseller, and Customer will pay Reseller Fees directly to Reseller under the Reseller Agreement; (b) Section 4 (Payment Terms) of this Agreement, and Sections 2.2(a)(i)(B) (Overages) and 2.2(a)(i)(C) (Compliance) of the Chronicle Service Specific Terms will not apply; and (c) Chronicle may share Customer Confidential Information with Reseller as a Delegate subject to Section 11.1 (Use and Disclosure of Confidential Information).
- Liability Cap. For the purposes of Section 16.1(b), where the event giving rise to Liability arises in connection with the Resold Services, “Fees” as it is used in that Section means “Reseller Fees”.
- Reseller as Administrator. At Customer’s discretion, Reseller may access Customer’s Account. As between Chronicle and Customer, Customer is solely responsible for (a) any access by Reseller to Customer’s Account and (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services.
- 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 and its Affiliates retain all Intellectual Property Rights in the Services and Software.
- 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.
Updates to Services and Terms.
Changes to Services.
- (a) 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.
- (b) 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.
- (c) 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).
- (d) Backwards Incompatible Changes. Chronicle will notify Customer at least 12 months before significantly modifying a Customer-facing Chronicle API in a backwards-incompatible manner.
- Changes to Terms. Chronicle may update the URL Terms, provided the updates do not (a) result in a material reduction of the 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.
- 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.
- Changes to Services.
- 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 the Data Limitation provisions in the Chronicle Service Specific Terms (as applicable), and it is not cured following notice from Chronicle.
- Limitations on Services Suspensions. If Chronicle Suspends Services under Section 8.1 (Services Suspension), 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.
- Technical Support. Chronicle will provide Chronicle Technical Support Services to Customer during the Order Term in accordance with the Chronicle Technical Support Services Guidelines.
- Provision of Software. Chronicle may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Chronicle Service Specific Terms.
- Ceasing Software Use. If the Agreement or the Order Form terminates or expires, then Customer will stop using the Software.
- 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 11 (Confidentiality); (b) with the Disclosing Party’s written consent; or (c) subject to Section 11.2 (Legal Process), as strictly necessary to comply with Legal Process.
- Legal Process. If the Recipient receives Legal Process for the Disclosing Party’s Confidential Information, the Recipient will: (a) promptly notify the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so; (b) attempt to redirect the third party to request it from the Disclosing Party directly; (c) comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information; and (d) use commercially reasonable efforts to object to, or limit or modify, any Legal Process that the Recipient reasonably determines is overbroad, disproportionate, incompatible with applicable law, or otherwise unlawful. To facilitate the request in (b), the Recipient may provide the Disclosing Party’s basic contact information to the third party.
- Marketing and Publicity. Customer may state publicly that it is a Chronicle customer and display Chronicle Brand Features in accordance with the Trademark Guidelines. Chronicle may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
- 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 applicable to its provision, receipt, or use of the Services, as applicable.
- Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Chronicle and its Affiliates (a) do 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) make no representation about content or information accessible through the Services.
- Chronicle Indemnification Obligations. Chronicle will defend Customer and its Covered Affiliates (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the use of Chronicle Indemnified Materials used in accordance with the Agreement infringe the third party’s Intellectual Property Rights.
- Customer Indemnification Obligations. Customer will defend Chronicle and its Affiliates providing the Services 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.
- 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.
Indemnification Conditions. Sections 15.1 (Chronicle Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) are conditioned on the following:
- (a) 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.
- (b) 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.
- (a) 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.
- (b) If Chronicle does not believe the remedies in Section 15.5(a) are commercially reasonable, then Chronicle may Suspend or terminate the impacted Services.
- Sole Rights and Obligations. Without affecting either party’s termination or Suspension 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).
(a) 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
- (i) indirect, consequential, special, incidental, or punitive damages or
- (ii) lost revenues, profits, savings, or goodwill.
(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid for the Services during the 12 month period before the event giving rise to Liability.
- (a) 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
Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
- (a) death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;
- (b) its fraud or fraudulent misrepresentation;
- (c) its obligations under Section 15 (Indemnification);
- (d) its infringement of the other party’s Intellectual Property Rights;
- (e) its payment obligations under the Agreement; or
- (f) matters for which liability cannot be excluded or limited under applicable law.
- Limited Liabilities.
- Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).
- 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.
Termination for Breach.
(a) Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.
(b) Termination of the Agreement. Either party may terminate the Agreement if the other party (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice, (ii) ceases its business operations, or (iii) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.
- 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.
- Survival. The following Sections will survive expiration or termination of the Agreement: Section 4 (Payment Terms), Section 6 (Intellectual Property), Section 11 (Confidentiality), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Liability), Section 17 (Term and Termination), Section 18 (Miscellaneous), Section 19 (Definitions).
- Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Chronicle must be sent to firstname.lastname@example.org. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
- Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
- 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 has notified the other party of the assignment, and (c) if Customer is the assigning party, the assignee is established in the same country as Customer. Any other attempt to assign is void.
- 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.
- 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.
- Subcontracting. Chronicle may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
- No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.
- 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.
- Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
- No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.
- Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.
(a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
(b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
(c) For All Other Entities. If Customer is any entity not stated in Section 18.12(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS 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, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- 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.
- 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.
- 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 URL Terms are incorporated by reference into the Agreement.
- Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence): the applicable Order Form the Data Processing and Security Terms, this Agreement, and the other URL Terms.
- 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.
- Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
- Electronic Signatures. The parties consent to electronic signatures.
- 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.
“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 the Services and Chronicle’s Brand Features.
“Chronicle Service Specific Terms” means the then-current terms specific to the Services and Software described at https://chronicle.security/legal/service-terms.
“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 Affiliate” means an Affiliate using the Services under Customer’s Account.
“Customer Data” means data provided to Chronicle by Customer or End Users through the Services under the Account, and data that Customer or End Users derive from that data through their use of the Services.
“Customer Indemnified Materials” means Customer Data and Customer Brand Features.
“Data Period” means the length of time that Customer Data will be available in the Services, as specified in an Order Form. The Data Period is 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. If not specified in an Order Form, the Data Period is 12 months.
“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.
“Distributor” means, if applicable, the authorized non-Affiliate third party distributor that purchases the Services from Chronicle for sale to Customer by a Reseller.
“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 authorized 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 or Software 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 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 an order form executed by Customer and Chronicle, or a quote issued by Chronicle to Customer, specifying the Services that Chronicle will provide to Customer under this Agreement. If Customer orders Resold Services, the Order Form means the document(s) exchanged between a Reseller or Distributor, as applicable, 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 or Software described in an Order Form or amendment to this Agreement.
“Reseller” means, if applicable, the authorized non-Affiliate third party reseller that sells the Services to Customer.
“Reseller Agreement” means, if applicable, the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
“Reseller Fees” means the fees (if any) for Services used or ordered by Customer as agreed in a Reseller Agreement, plus any applicable Taxes.
“Services” means the then-current services described in Section 1 (Services Summary) of the Chronicle Service Specific Terms, excluding any Third-Party Offerings.
“Services Start Date” means either the start date described in the Order Form or, in the absence of any such date, the date Chronicle makes the Services available to Customer.
“SLA” means the then-current service level agreements described at https://chronicle.security/legal/service-level-agreement.
“Software” means any downloadable tools, software development kits, or other such computer software provided by Chronicle for use in connection with the Services, and any updates Chronicle may make to such Software from time to time, excluding any Third-Party Offerings.
“Suspend” or “Suspension” means disabling or limiting 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.
“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).
“Third-Party Offerings” means third-party services, software, products, and other offerings that are not incorporated into the Services or Software.
“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, Chronicle Service Specific Terms, Data Processing and Security Terms, Chronicle Technical Support Services Guidelines, and SLA.
“Use Restrictions” means the restrictions in Section 2.3 (Use Restrictions).
|If Customer’s billing address is in the Asia Pacific Region||
A new Section 17.6 is added:
17.6 Termination Waiver. The parties agree that for the effectiveness of the termination clauses under the Agreement, to waive any provisions, procedures and operation of any applicable law to the extent that a court order is required for termination of the Agreement.
|If Customer’s billing address is in the Asia Pacific Region (excluding India)||
Section 4.2 (Taxes) is replaced as follows:
4.2 Taxes. Chronicle will itemize any invoiced Taxes. If Taxes must be withheld from any payment to Chronicle, then Customer will increase the payment to Chronicle so that the net amount received by Chronicle is equal to the amount invoiced, without reduction for Taxes.
The definition of "Taxes" under Section 19 (Definitions) is replaced as follows:
|If Customer’s billing address is in the Asia Pacific Region or the Latin America Region (excluding Brazil)||
Section 18.12 is replaced as follows:
18.12 Governing Law; Arbitration.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED CHRONICLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("DISPUTE") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules").
(c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
(d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.
(e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection 18.12 (e).
(f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
(g) Any arbitration proceeding conducted in accordance with this Section 18.12 (Governing Law; Arbitration) will be considered Confidential Information under Section 11 (Confidentiality), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. In addition to the disclosure rights under Section 11 (Confidentiality), the parties may disclose the information described in this Subsection 18.12 (g) to a competent court as may be necessary to file any order under Subsection 18.12 (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
(h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.
(i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
|If Customer’s billing address is in Europe, the Middle East or Africa||
Section 4.2 (Taxes) is replaced as follows:
4.2 Taxes. Chronicle will itemize any invoiced Taxes. Customer will pay invoiced amounts without any deduction or withholding.
The definition of "Taxes" under Section 19 (Definitions) is replaced as follows: