Rider to Netwrix Corporation
Software License Agreement for MSPs

This Rider to Netwrix Corporation Software License Agreement for MSPs (the “Rider”) is entered into by and between Netwrix Corporation (“Netwrix”), a Delaware corporation, and the managed service provider entity authorized by Netwrix Service is used (“Licensee”). This Rider modifies the Netwrix Corporation End User License Agreement (the “Agreement”) only with respect to Licensee’s use of the MSP Product (as such term is defined below) in a managed service provider capacity. This Rider together with the Agreement sets forth all terms and conditions applicable to use of the MSP Product.

DEFINITIONS. Capitalized terms used in this Rider and not otherwise defined herein shall have the meaning given to such terms in the Agreement.

“Licensee Managed Services” means the Licensee services in which the MSP Product is hosted and utilized by Licensee to provide the MSP Product to Users or Cloud Users.

“MSP License Term” means the initial twelve (12) month term and any renewal term.

“MSP Product” means the version of Trial Software or Subscription Software (as applicable) made available to Licensee by Netwrix, which may be through https://1secure.netwrix.com, in relation to the Licensee Managed Services.

“User(s)” means Licensee’s customer(s) for whom Licensee acts as a managed service provider and uses the MSP Product on the customer’s behalf or to whom Licensee provides access to the MSP Product for such customer’s use on its own behalf.

“Cloud User(s)” means Licensee’s employee(s) or authorized agent(s) who have been given login access credentials by Netwrix for purpose of accessing the MSP Product in connection with their relationship to Licensee.

AMENDMENTS. The Parties hereby agree to amend the Agreement as follows:

1. Add a Section 1.1.5 to the Agreement that includes in its entirety the following:

1.1.5 Grant of MSP License. Subject to the terms and conditions of the Agreement as modified by this Rider, Netwrix authorizes the Licensee to use a limited quantity of licenses to the MSP Product as a managed service provider, which includes providing the Licensee Managed Services and permitting each User or Cloud User (as applicable) to access the MSP Product as needed for the Licensee Managed Services in accordance with the Documentation. The applicable Order will state (i) a minimum number of licenses and the corresponding price which Licensee is obligated to pay regardless of how many licenses are used (the “Monthly License Minimum”), and (ii) a price for additional licenses in excess of the Monthly License Minimum which Licensee is obligated to pay for each license it uses over the Monthly License Minimum (the “Additional Licenses”). Subject to Licensee’s payment of the applicable license fees, Licensee shall be granted the quantity of licenses equivalent to the aggregate of the Monthly License Minimum and any Additional Licenses. Upon expiration of the Evaluation Period, if Licensee has not notified Netwrix via email to netwrix.msp@netwrix.com that it will not renew before expiration, then Licensee’s continued use of the MSP Product will be deemed an Order for the Monthly License Minimum selected to initiate the Evaluation Period or, if no such selection was made, the lowest then-available Monthly License Minimum. Upon submitting an Order, Licensee has a non-cancellable commitment to pay the Monthly License Minimum monthly for at least twelve (12) months (the “Annual License Minimum”), subject to the Termination and Entire Agreement section of this Rider. Upon using any Additional Licenses, Licensee has a non-cancellable commitment to pay for the Additional Licenses monthly beginning at the end of the month in which the Additional Licenses are first used and continuing for the duration of the MSP License Term, and such fees are in addition to the Annual License Minimum. Netwrix may audit Licensee’s use of the MSP Product in accordance with Section 1.8 of the Agreement to confirm compliance with this Section 1.1.5. If Licensee's account is thirty (30) days or more overdue or if Licensee otherwise fails to comply with this Section 1.1.5, then Netwrix may suspend Licensee’s access to the MSP Product in addition to any of its other rights or remedies under the Agreement or at law.

2. Replace Section 2.5 in the Agreement in its entirety with the following:

2.5 MSP Services and Obligations. Netwrix will provide the Licensee access to the Netwrix Partner Portal where Licensee can access to training and other materials related to the MSP Product. For the avoidance of doubt, the Netwrix Partner Portal and all contents thereon are Confidenital Information of Netwrix. Licensee agrees to take all training directed by Netwrix to enable Licensee to use the MSP Product and to conduct future training for its Users and Cloud Users (as applicable) to use the MSP Product. For the avoidance of doubt, Netwrix and Licensee will enter into a separate agreement for any services other than those described in this Section 2.5.1 and Maintenance Services, JumpStart Services, and Professional Services.

3. Add a Section 3.5 to the Agreement that includes in its entirety the following:

3.5 MSP Data and Security

3.5.1 Trial/Evaluation. When Licensee accesses the MSP Product as Trial Software, Licensee acknowledges such MSP Product is provided for evaluation purposes only and Licensee will not, and will not permit any third party, to process Licensee production Cloud Service Data (defined below) during the Evaluation Period. Any Cloud Service Data produced under the MSP Product or provided to Netwrix during the applicable Evaluation Period is not recoverable or available upon the expiration Evaluation Period.

3.5.2 Cloud Service Data. Licensee acknowledges that, when it elects a SaaS-deployment of the MSP Product, the MSP Product will be accessible only via https://1secure.netwrix.com and any data transmitted to the MSP Product by or on behalf of Licensee or Cloud Users in its use of the MSP Product (“Cloud Service Data”) will be stored within the cloud computing service Netwrix deems optimal. Licensee: (i) remains responsible for any access to the MSP Product through the account established by Netwrix for Licensee’s use of the MSP Product; (ii) may grant access to the MSP Product to its Cloud User(s); (iii) is obligated to protect and not to disclose to third parties the usernames and passwords it or Netwrix establishes for its Cloud Users; and (iv) shall take reasonable steps to ensure that each Cloud User abides by the terms and conditions of this Agreement. If Licensee becomes aware of any suspected or actual violation of the MSP Product, abuse, unauthorized use or access, vulnerability, security incident, confidentiality or privacy breach, then Licensee shall promptly notify Netwrix Customer Support by submitting a ticket at www.netwrix.com/support.html.

3.5.3 Data Security. Netwrix has implemented administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Cloud Service Data in its possession. Without limiting the foregoing, Netwrix shall not: (i) modify the Cloud Service Data; or (ii) disclose the Cloud Service Data to third parties, except as necessary to perform its obligations under the Agreement and this Rider, or as expressly permitted by Licensee herein or otherwise in writing. Netwrix shall delete Cloud Service Data from the Cloud Service after the termination or expiration of the applicable subscription period or upon Licensee’s earlier written request. Netwrix may modify the MSP Product from time to time, in its discretion, without notice to the Licensee, for the purpose of improving MSP Product features, functions or performance, provided that no such modification shall materially reduce the level or quality of the MSP Product. Notwithstanding the foregoing, Netwrix may apply any improvements and modifications to the MSP Product required to maintain Netwrix’s legal and regulatory requirements, as well as security standards, so long as such improvements and modifications do not materially reduce the security and privacy safeguards. It is Licensee’s sole responsibility to maintain the security of Licensee’s computer systems and comply with any industry standard minimum security requirements to gain access to the MSP Product.

3.5.4 Managed Services Security. Licensee has implemented and will maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the MSP Product in the Licensee Managed Services, in accordance with industry best practices. If this Rider is terminated pursuant to the terms of the Agreement, Licensee shall delete all copies of the MSP Product from the Licensee Managed Services or shall cease all use of and access to the MSP Product, as applicable, promptly upon the termination or expiration of this Addendum or upon Netwrix’s earlier written request. Licensee may modify the Licensee Managed Services from time to time, in its discretion, for the purpose of improving Licensee Managed Services features, functions or performance and to maintain Licensee’s legal and regulatory requirements, provided that no such modification shall materially reduce the level or quality of the Licensee Managed Services or the User/Cloud User experience with the MSP Product. Notwithstanding the foregoing, Licensee may apply any improvements and modifications to the Licensee Managed Services required to maintain security standards so long as such improvements and modifications do not materially reduce the security and privacy safeguards. It is Licensee’s sole responsibility to maintain the security of Licensee’s computer systems and to comply with any industry standard minimum security requirements.

4. Add a Section 4.5 to the Agreement that includes in its entirety the following:

4.5 Licensee Representations and Warranties. Licensee represents and warrants that (i) this Addendum and its performance hereunder does not and will not violate the terms of any agreement between Licensee and any third party now existing or hereafter entered into; (ii)it shall make commercially reasonable efforts to provide technical support to Users/Cloud Users in a professional and workmanlike manner in accordance with industry standards; (iii)it shall use best efforts to secure the MSP Product, related passwords and Documentation; and (iv) it shall not make any representations, warranties or create obligations or liabilities to third parties on behalf of Netwrix; and (v)it shall be liable for each User’s or Cloud User's (as applicable) compliance with the terms of the Agreement and this Rider.

TERMINATION AND ENTIRE AGREEMENT. This Rider will continue until expiration of the MSP License Term; provided that, this Rider will automatically renew and this Rider may be terminated, each in accordance with Section 6.3 of the Agreement. In the event there is any conflict between the terms of this Rider and the terms of the Agreement, the terms of this Rider shall control solely as to the subject matter of this Rider. Unless specifically modified or amended by the terms of this Rider, all the terms, conditions, liabilities and obligations of the Agreement shall be and remain applicable, in effect, valid, and enforceable between the Parties in accordance with the terms of this Rider. This Rider, the Agreement, and any Order express the entire agreement with respect to the subject matter hereof.