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Attachment 2 11
<br /> CROWDSTRIKE TERMS AND CONDITIONS
<br /> These CrowdStrike Terms and Conditions by and between CrowdStrike, Inc., a Delaware corporation, and any
<br /> Affiliates performing hereunder(collectively, "CrowdStrike")with a principal place of business at 150 Mathilda Place,
<br /> Suite 300, Sunnyvale, California 94086 and Orange County, North Carolina, a political subdivision of the State of
<br /> North Carolina ("Customer"),with a place of business at 300 West Tryon Street, P.O. Box 8181, Hillsborough, North
<br /> Carolina 27278 are entered into as of the date signed by the last party (the "Effective Date").
<br /> These CrowdStrike Terms and Conditions are a master agreement that cover all CrowdStrike products and services
<br /> but provisions regarding specific products or services apply only to the extent Customer has purchased, accessed or
<br /> used such products or services.
<br /> 1. Definitions.
<br /> "Affiliate" means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g.,
<br /> parent), or with which it is under common control (e.g., sibling).
<br /> "Agreement" means these CrowdStrike Terms and Conditions together with each Order.
<br /> "API" means an application program (or programming) interface.
<br /> "CrowdStrike Competitor" means a person or entity in the business of developing, distributing, or
<br /> commercializing Internet security products or services substantially similar to or competitive with CrowdStrike's
<br /> products or services.
<br /> "CrowdStrike Data" shall mean the data generated by the CrowdStrike Offerings, including but not limited to,
<br /> correlative and/or contextual data, and/or detections. For the avoidance of doubt, CrowdStrike Data does not include
<br /> Customer Data.
<br /> "CrowdStrike Tool" means any CrowdStrike proprietary software-as-a-service, software, hardware, or other tool
<br /> that CrowdStrike uses in performing Professional Services, which may be specified in the applicable SOW.
<br /> CrowdStrike Tools may include CrowdStrike's products.
<br /> "Customer" means as the context requires, in addition to the entity identified above, any Customer Affiliate that
<br /> places an Order under these CrowdStrike Terms and Conditions, uses or accesses any Offering hereunder, or
<br /> benefits from the Customer's use of an Offering.
<br /> "Customer Contractor" means any individual or entity(other than a CrowdStrike Competitor)that: (i) has access
<br /> or use of a Product under this Agreement solely on behalf of and for Customer's Internal Use, (ii) has an agreement
<br /> to provide Customer(or its Affiliates)services, and (iii) is subject to confidentiality obligations covering CrowdStrike's
<br /> Confidential Information.
<br /> "Customer Contractor Services" means products, services or content developed or provided by Customer
<br /> Contractors, including, but not limited to, third party applications complimentary to the Offerings, implementation
<br /> services, managed services, training, technical support, or other consulting services related to, or in conjunction
<br /> with, the Offerings.
<br /> "Disputed Amounts" means amounts disputed by Customer in a notice and in good faith as billing errors.
<br /> "Documentation" means CrowdStrike's end-user technical documentation included in the applicable Offering.
<br /> "Endpoint" means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile,
<br /> cellular, container or virtual machine image.
<br /> "Error" means a reproducible failure of a Product to perform in substantial conformity with its applicable
<br /> Documentation.
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