CrowdStrike Form May 27 2019 5 of 17
<br />requests) is non-confidential and may be used by CrowdStrike for a ny purpose without acknowledgement or
<br />compensation; provided, Customer will not be identified publicly as the source of the feedback or suggestion.
<br />
<br />4. Customer Contractors.
<br />
<br />4.1 Authorization. Customer authorizes CrowdStrike to give Customer Contractors the rights and privileges to the
<br />Offerings necessary to enable and provide for Customer’s use and receipt of the Customer Contractor Services. If
<br />at any time Customer revokes this authorizatio n, to the extent the Offerings provide for Customer to limit the Customer
<br />Contractor’s access and use of the Offerings, then Customer is responsible for taking the actions necessary to revoke
<br />such access and use. In the event Customer requires CrowdStrike assistance with such revocation or limitation,
<br />Customer must contact CrowdStrike Support with written notice of such revocation or limitation at
<br />support@crowdstrike.com and CrowdStrike will disable the Customer Contractor ’s access to Customer’s Offerings
<br />within a reasonable period of time following receipt of such notice but in any event within 72 hours of receipt of such
<br />notice.
<br />
<br />4.2 Disclaimer. Customer Contractors are subject to the terms and conditions in the Agreement while they are
<br />using the Offerings on behalf of Customer and Customer remains responsible for their acts and omissions during
<br />such time. Any breach by a Customer Contractor of this Agreement is a breach by Customer. CrowdStrike may
<br />make available Customer Contractor Services to Customer, for example, through an online directory, catalog, store,
<br />or marketplace. Customer Contractor Services are not required for use of the Offerings. Offerings may contain
<br />features, including API’s, designed to interface with or provide data to Customer Contractor Services. CrowdStrike
<br />is not responsible or liable for any loss, costs or damages arising out of Customer Contractor’s actions or inact ions
<br />in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of Customer Data
<br />(defined in Exhibit A). W hether or not a Customer Contractor is designated by CrowdStrike as, or otherwise claims
<br />to be “certified,” “authorized,” or similarly labeled, CrowdStrike does not: (i) control, monitor, maintain or provide
<br />support for, Customer Contractor Services, (ii) disclaims all warranties of any kind, indemnities, obligations, and other
<br />liabilities in connection with the Customer Contractor Services, and any Customer Contractor interface or integration
<br />with the Offerings, and (iii) cannot guarantee the continued availability of Customer Contractor Services and related
<br />features. If Customer Contractor Services and related features are no longer available for any reason, CrowdStrike
<br />is not obligated to provide any refund, credit, or other compensation for, or related to, the Offerings.
<br />
<br />4.3 Restrictions on Customer Contractors. Customer shall not give or allow Customer Contractors access to, or
<br />use of, intelligence reports provided by, or made accessible in, the Products . For the avoidance of doubt, nothing
<br />herein prevents Customer from using intelligence API’s in Customer Contractor Services for Customer’s Internal Use.
<br />
<br />5. Professional Services.
<br />
<br />5.1 Fees. Professional Services will commence on a mutually agreed upon date. Estimates provided for
<br />Professional Services performed on a time-and-material basis are estimates only and not a guaranteed ti me of
<br />completion. Professional Services performed on a fixed fee basis are limited to the scope of services stated in the
<br />applicable Order.
<br />
<br />5.2 Ownership of Deliverables. Professional Services do not constitute “works for hire,” “works made in the course
<br />of duty,” or similar terms under laws where the transfer of intellectual property occurs on the performance of services
<br />to a payor. The only deliverable arising from the Professional Services is a report consisting primarily of CrowdStrike’s
<br />findings, recommendations, and adversary information. Customer owns the copy of the report (including without
<br />limitation, all of Customer’s Confidential Information therein) delivered to Customer (“Deliverable”), subject to
<br />CrowdStrike’s ownership of the CrowdStrike Materials. Customer agrees that relative to Customer, CrowdStrike
<br />exclusively owns any and all software (including object and source code), flow charts, algorithms, documentation,
<br />adversary information, report templates, know-how, inventions, techniques, models, CrowdStrike trademarks, ideas
<br />and any and all other works and materials developed by CrowdStrike in connection with performing the Professional
<br />Services (including without limitation all intellectual property rights therein and thereto) (collectively, the “CrowdStrike
<br />Materials”) and that title shall remain with CrowdStrike. For the avoidance of doubt, the CrowdStrike Materials do not
<br />include any Customer Confidential Information or other Customer provided materials or data. Upon payment in full
<br />of the amounts due hereunder for the applicable Professional Services and to the extent the CrowdStrike Materials
<br />are incorporated into the Deliverable(s), Customer shall have a perpetual, non-transferable (except as expressly
<br />provided in the Section entitled Assignment), non-exclusive license to use the CrowdStrike Materials solely as a part
<br />of the Deliverable(s) for Customer’s Internal Use.
<br />DocuSign Envelope ID: 15D73919-3C2B-4FD5-B1D4-12D3A740401FDocuSign Envelope ID: 8CCC378C-D84F-4D9F-BAF3-FB77653C088ADocuSign Envelope ID: BA2C0343-56AA-4434-92F9-D28AEB96D976
|