Netwrix Master Software and Service Agreement

Published August 27, 2025

PLEASE READ THIS MASTER SOFTWARE AND SERVICE AGREEMENT (THIS “AGREEMENT”) CAREFULLY. YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING ANY OF THE PRODUCTS. BY CLICKING THE “I ACCEPT” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING ANY PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND THE ENTITY ON WHOSE BEHALF THE PRODUCT IS USED (FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER). If Customer downloads the Software as an upgrade to an existing Software product from Netwrix, Customer agrees that the terms of this Agreement will apply to such software product, as upgraded and that these shall be the only terms and conditions applicable to such upgraded Software. Netwrix may update the terms of this Agreement at any time in its sole discretion. Netwrix will notify Customer of any material updates and Customer’s continued use of the Software after such notice will constitute Customer’s agreement to the updated terms. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, DO NOT CLICK THE “I ACCEPT” BUTTON, DOWNLOAD, INSTALL, ACCESS OR USE ANY PRODUCT.

This Agreement is entered into by and between Netwrix Corporation, a Delaware corporation (“Netwrix”), and the entity on whose behalf the applicable Product is used (“Customer”) (each a “Party” and together the “Parties”). This Agreement, together with any documents incorporated herein by reference, sets forth all terms and conditions applicable to use of the Products by Customer.

DEFINITIONS. All capitalized terms used herein shall have the definitions attributed to them in this section or elsewhere in this Agreement.

“Affiliate” means an entity controlled by, under common control with, or controlling a Party, with “control” meaning an ownership interest greater than fifty percent.
“Cloud Service” means any Netwrix proprietary software made available for access as a hosted software as a service (SaaS) offering.
“Software” means the Netwrix proprietary licensed computer software program(s) downloaded and/or installed. The term Software includes Trial Software, Subscription Software, and Perpetual Software.
“Beta Software” means a version of Software prior to a generally available commercial release which Netwrix makes available to Customer for purposes of Netwrix’s development and testing in advance of a generally available commercial release.
“Trial Software” means Software downloaded for temporary evaluation purposes. The term “Trial Software” includes Beta Software.
“Subscription Software” means Software licensed with time limits, other than Trial Software, pursuant to an Order.
“Subscription Term” means (i) the period of time during which Netwrix agrees to provide Customer with access to the Cloud Services, or (ii) the period of time during which Netwrix will grant to Customer a license to the Subscription Software, or (iii) the period of time during which Netwrix will give Customer access to Support Services for Perpetual Software, as such period of time is indicated in the applicable Order.
“Perpetual Software” means Software licensed with no time limits pursuant to an Order.
“Products” means the Cloud Services and Software identified in the applicable Order, provided pursuant to this Agreement and the Documentation.
“Documentation” means the technical documentation provided with the Products, or otherwise made available to Customer by Netwrix at www.netwrix.com/documentation.html, excluding links to any information or data at a different URL.
“Services” means the Support Services and Professional Services.
“Support Services” means any remote maintenance and support services for Products provided to Customer pursuant to an Order.
“Professional Services” means any remote or on-site services, other than Support Services, provided to Customer pursuant to an Order including, without limitation, deployment, configurations, integrations, and customizations.
“Quote” means any quote issued by Netwrix for Software or Services.
“Order” means any order for Products or Services, including a signed Quote or other document in accordance with a Quote, or as otherwise indicated in this Agreement.

1. ORDERS.

1.1 Orders. From time to time, Customer may submit Orders directly to Netwrix or indirectly through an authorized reseller or distributor of Netwrix (each a “Partner”), each of which (a) reference, and are governed by, this Agreement, (b) set forth the Products and Services to be ordered by Customer and provided by Netwrix, (c) the related Subscription Term(s) for such Products and Services, and (d) all associated fees to be paid by Customer or Partner to Netwrix therefor. When an Order is submitted by a Partner, Customer will have a separate agreement with the Partner regarding Customer’s payment obligations to the Partner and the Partner will have a separate agreement with Netwrix regarding the Partner’s payment obligations to Netwrix (but this Agreement will apply to and govern Customer’s use and receipt of Products and Services).

1.2 Products. During the applicable Subscription Term, Netwrix will make available to Customer the Products and Services identified in the applicable Order. With respect to any Products that are Software, Netwrix hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right, during the applicable Subscription Term, to install and use the applicable Software, solely for Customer’s internal business purposes. With respect to any Products that are Cloud Service, Netwrix hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right, during the applicable Subscription Term, to access and use the applicable Cloud Service, solely for Customer’s internal business purposes.

1.3 Restrictions. Customer will not provide access to any Product or Services to any person who is not an employee or contractor of Customer (“Authorized Users”). Customer will be responsible and liable for all Authorized Users’ compliance with the terms and conditions of this Agreement. Except as expressly permitted hereunder, neither Customer nor any Authorized User will, or will permit or authorize any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any Product; (b) modify, translate or create derivative works based on any Product; (c) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on any Product; (d) use any Product for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to any Product or their related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or (f) remove or obscure any proprietary notices or labels of Netwrix or its suppliers on any Product. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of any Product and notify Netwrix promptly of any such unauthorized access or use, and (ii) use each Product only in accordance with the documentation provided by Netwrix and all applicable laws, rules and regulations.

1.4 Uptime for Cloud Services. With respect to any Product that is a Cloud Service, Netwrix will use commercially reasonable efforts consistent with prevailing industry standards to provide the Cloud Service in a manner that minimizes errors and interruptions in accessing the Cloud Service. Without limiting the foregoing, Netwrix will use commercially reasonable efforts to provide up to date information on uptimes for the Cloud Services at https://status.netwrix.com.

1.5 Data Security. With respect to any Product that is a Cloud Service, Netwrix has implemented administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Customer Data on the Cloud Service as set out in the applicable Documentation. Netwrix may modify the Cloud Service from time to time, in its discretion, without notice to the Customer, for the purpose of improving Cloud Service features, functions or performance, provided that no such modification shall materially reduce the level or quality of the Cloud Service, as offered as of the date Netwrix established Customer’s account to access the Cloud Service. Notwithstanding the foregoing, Netwrix may apply any improvements and modifications to the Cloud Service required to maintain Netwrix’s legal and regulatory requirements, and security standards so long as such improvements and modifications do not materially reduce the security and privacy safeguards. It is Customer’s sole responsibility to maintain the security of Customer’s computer systems and comply with any industry standard minimum-security requirements to gain access to the Cloud Service.

2. SERVICES.

2.1 Support Services. The Support Services offered by Netwrix are described in the Netwrix Customer Support Program Guide, which Netwrix may update from time to time, available at https://www.netwrix.com/download/documents/Netwrix_Customer_Support_Program_Guide.pdf . Support Services include access to request support over the web or through the phone for the Products stated in an Order and, with respect to any Product that is a Software, to download new versions and releases of the Software, including Software corrections, enhancements and updates, if and when Netwrix makes them generally available without charge to licensees of the Software. Customer is responsible for designating individual(s) generally skilled in the use of computers for requesting support from Netwrix. Except with respect to Products that are Perpetual Software, Netwrix will make available to Customer the Support Services stated in an Order during the applicable Subscription Term (the “Support Services Term”); provided that, Netwrix may suspend access to or deny Support Services if it has not received the applicable fees. Support Services for Products that are Perpetual Software must be purchased separately.

2.2 Professional Services. From time to time, Customer may engage Netwrix to perform professional services related to Customer’s use of the Products on either a fixed-price basis or a time and materials basis (the “Professional Services”). The Professional Services offered by Netwrix are described in the Netwrix Professional Services Program Guide, which Netwrix may updated from time to time, available at https://www.netwrix.com/download/documents/Netwrix_Professional_Services_Program_Guide.pdf .

2.2.1 Statements of Work. The Professional Services may be set forth in a statement of work. Any statement of work will expressly incorporate this Agreement by reference and is governed by this Agreement when signed by an authorized representative of each Party (each, a “SOW”). Each SOW will include a description of the Professional Services and related activities or deliverables (as applicable), and the fees to be paid by Customer or Partner (as applicable) to Netwrix in connection therewith.

2.2.2 Netwrix Obligations. Netwrix will (a) use commercially reasonable efforts to perform and complete the Professional Services in accordance with this Agreement and the applicable SOW and (b) provide suitably trained and skilled personnel to provide the Professional Services. Except as provided in a SOW, Professional Services will be provided remotely.

2.2.3 Customer Obligations. Customer understands that Netwrix’s performance of Professional Services is dependent in part on Customer’s actions. Accordingly, Customer will provide Netwrix with any necessary items and assistance in a timely manner, including any items and assistance identified in the applicable SOW. Any dates or time periods relevant to performance by Netwrix under any SOW will be appropriately and equitably extended to account for any delays due to Customer.

2.2.4 Professional Services Term. Netwrix will commence and complete the Professional Services within the time stated on the applicable Order and/or SOW or, if no time is stated in an Order or SOW or otherwise, within a reasonable time considering the complexity and circumstances of the Professional Services (“Professional Services Term”). During the Professional Services Term, Customer will make diligent efforts to schedule and complete the Professional Services, including, without limitation, having the proper personnel, equipment, and environment available in a timely manner.

2.2.5 Completion. The Professional Services will be considered fully delivered and completed upon the earlier of: (i) time allocated in the applicable Order and/or SOW expiring, (ii) signature by Customer acknowledging completion of the Professional Services, or (iii) two attempts by Netwrix via email to contact Customer following completion of the Professional Services to which Customer has been unresponsive. Notwithstanding the foregoing, the right to use the Professional Services will expire ninety (90) calendar days following purchase of the Professional Services unless otherwise stated in the applicable Order or SOW.

2.2.6 On-Premises Professional Services. If any SOW describes Professional Services that will be required to be performed on-premises at Customer’s site, Netwrix will comply with any Customer site rules and regulations in effect at the time of the performance of the Professional Services by Netwrix that are made available by Customer to Netwrix.

2.2.7 Subcontractors. Netwrix may engage subcontractors in performance of the Professional Services; provided, that Netwrix will remain responsible and liable for such subcontractors’ compliance with the terms and conditions of this Agreement. This Agreement will not create any contractual relationship between Customer and any of Netwrix’s subcontractors, nor obligate Customer to pay or see that payment is made to any such subcontractor.

3. FEES; PAYMENT TERMS.

3.1 Fees. Customer or Partner (as applicable) will pay Netwrix the fees set forth in each Order and in any SOW, in accordance with the terms and conditions herein and therein. At its discretion, Netwrix may increase the pricing stated on an Order for any Renewal Subscription Term.

3.2 Usage Verification. Customer’s use of each Product is limited to the quantity of licenses identified on the applicable Order(s). Where applicable, Customer acknowledges that the Products will transmit license usage data to Netwrix for purposes of verifying Customer’s compliance with this Agreement and the applicable Order. The information collected by Netwrix may include the license key or account administrator (as applicable), and the number of licenses in use for the Product (the “Usage Data”). If the Product does not transmit Usage Data to Netwrix, then Customer shall, upon Netwrix’s request (which request may not be more frequently than annually), certify Customer’s usage of the Product and permit Netwrix to review Customer’s use of the Product for compliance with this Agreement. Any reviews shall be scheduled at least five (5) business days in advance, shall be conducted remotely during normal business hours, and shall not unreasonably interfere with Customer’s business activities. If Customer’s use of the Product is found to be greater than authorized by the applicable Order(s) (an “Overage”), such Overage will be deemed an Order for all licenses used in excess of the authorized quantity and Customer will be invoiced for and agrees to pay for such additional licenses at the same per unit cost as the contracted quantity for the full Subscription Term or Support Services Term, as applicable, in accordance with the terms of the Agreement.

3.3 Payment Terms. Netwrix will invoice Customer or Partner (as applicable) for fees due and payable. The fees set forth in an Order will be invoiced in accordance with such Order, and the fees due with respect to Professional Services will be invoiced in accordance with the applicable Order and/or SOW. Customer or Partner (as applicable) will pay to Netwrix all invoiced amounts within thirty (30) days of its receipt of the applicable invoice, unless the Order states a different payment term in which event Customer or Partner (as applicable) will pay Netwrix within the days stated on the Order. If payment of any fees (including any reimbursement of expenses) is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. Additionally, in the event Netwrix engages a collection agency to collect any late payment, Customer will pay a collection fee of thirty percent (30%) of the outstanding balance. In addition, if any past due payment has not been received by Netwrix within thirty (30) days from the time such payment is due, Netwrix may suspend Customer’s access to the Products or the performance of Services until such payment is made.

3.4 Net of Taxes. All amounts payable by Customer to Netwrix hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, valueadded and property taxes (collectively, “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Netwrix. Customer will not withhold any Taxes from any amounts due Netwrix without providing Netwrix a valid exemption certificate.

4. OWNERSHIP; RESERVATION OF RIGHTS.

4.1 Customer Data. Customer owns the unaltered data uploaded or otherwise input by Customer into each Product (collectively, “Customer Data”). For the avoidance of doubt, the Customer Data does not include data generated and made available to Customer via any Product or Service or anonymized and aggregated data created by, or on behalf of Netwrix, in accordance with this Agreement (“Netwrix Data”). Customer hereby grants to Netwrix a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable, right and license to (a) copy, distribute, display, create derivative works of and use the Customer Data to perform Netwrix’s obligations under this Agreement, and (b) copy, distribute, display, create derivative works of and otherwise use the Customer Data to the extent that such data is anonymized (i.e., no personally identifiable information) and/or aggregated. Customer reserves any and all right, title and interest in and to the Customer Data other than the rights and licenses expressly granted to Netwrix in this Section 4.1.

4.2 Product Ownership. Customer acknowledges and agrees that, as between the parties, Netwrix retains all rights title, and interest in and to the Products, all copies or parts thereof (by whomever produced), and all improvements, modifications and enhancements thereto, and all related intellectual property rights. Netwrix grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Products.

4.3 Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Netwrix with respect to the Products. Netwrix will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants Netwrix a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

5. TERM, TERMINATION.

5.1 Term. The term of this Agreement commences on the Effective Date and continues until the expiration or termination of all Subscription Terms in accordance with the terms herein or in the applicable Order (the “Term”). Each Subscription Term will continue for the period set forth in the Order and, thereafter, unless this Agreement and/or the applicable Order terminates earlier in accordance with the terms herein or in the applicable Order, such Subscription Term will automatically renew for additional one (1) year periods (each, a “Renewal Subscription Term”) unless either Party delivers to the other Party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term (any such notice by Customer must be submitted via email to customersuccess@netwrix.com). Each Renewal Subscription Term will be deemed part of the applicable “Subscription Term”. Netwrix reserves the right to increase fees for each renewal.

5.2 Termination. In addition to any other remedies it may have, either Party may terminate this Agreement and/or any Order and/or any SOW upon written notice to the other Party if such other Party materially breaches this Agreement (or any Order or SOW) and fails to cure such breach within thirty (30) days of receipt of written notice thereof. Termination or expiration of this Agreement shall not relieve Customer or Partner of its obligation to pay all fees pursuant to any Order, SOW, or this Agreement.

5.3 Effect of Termination. Upon expiration or termination of this Agreement, (a) all rights and licenses granted hereunder and all obligations of Netwrix to provide the Products and Services will immediately terminate, (b) all Orders and Statements of Work will immediately terminate and (c) Customer will cease use of all Products. Promptly after the expiration or termination of this Agreement, Netwrix will invoice Customer for any fees due and payable that Customer has not yet paid, and Customer will be obligated to pay all such amounts.

5.4 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive any termination/expiration of the Agreement and remain in effect following such termination/expiration.

6. CONFIDENTIALITY AND PRIVACY.

6.1 Definition. “Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either Party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other Party (the “Receiving Party”); provided, however, that information related to a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Netwrix’s Confidential Information includes, without limitation, the Products, Services and Netwrix Data. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.

6.2 Use and Disclosure of Confidential Information. The Receiving Party acknowledges that it will have access to the Disclosing Party’s Confidential Information. The Receiving Party will not (a) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or any SOW, or (b) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to (i) its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of Receiving Party’s rights and performance of its obligations under this Agreement or any SOW; and (ii) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees, consultants, and advisers are bound by written agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Section 6. The Receiving Party will not allow any unauthorized person access to Disclosing Party’s Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information.

6.3 Disclosures Required by Law. If Receiving Party is required by any law, rule or regulation to make any disclosure of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

6.4 Remedies. Customer acknowledges that any unauthorized use of any Product may cause irreparable harm and injury to Netwrix for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Netwrix will be entitled to seek injunctive relief in the event Customer uses any Product in violation of the limited license granted herein or uses any Product in any way not expressly permitted by this Agreement. In addition, each Party acknowledges that any breach of this Section 6 may cause irreparable harm and injury to the other Party for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, each Party further agrees that the other Party will be entitled to seek injunctive relief in the event such Party breaches this Section 6.

6.5 Privacy. To the extent any personal information is collected by Netwrix in connection with this Agreement, Netwrix will only use such personal information in accordance with its Privacy Policy, which Netwrix may update from time to time, available at www.netwrix.com/privacy.html or in accordance with a mutually agreed data processing agreement, which shall take precedence over the Privacy Policy.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER.

7.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.

7.2 "AS-IS" Warranty for Trial. CUSTOMER AND NETWRIX AGREE THAT ANY BETA SOFTWARE, TRIAL SOFTWARE, OR OTHER PRODUCT MADE AVAILABLE FREE OF CHARGE IS PROVIDED "AS IS", UNSUPPORTED WITHOUT INDEMNITY, AND THAT NETWRIX MAKES NO WARRANTY AS TO THE BETA SOFTWARE, TRIAL SOFTWARE, OR OTHER PRODUCT MADE AVAILABLE FREE OF CHARGE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

7.3 Netwrix Representations and Warranties for Software. Netwrix warrants that for a period of thirty (30) days from the date Netwrix issues Customer’s license keys or access credentials for the Products: (i) the media provided by Netwrix, if any, on which the Software (excluding Beta Software or Trial Software) is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the Products (excluding Beta Software or Trial Software), as provided by Netwrix, will substantially conform to the specifications in the Documentation applicable to such Software (collectively, the “Product Warranties”). Customer must report in writing any breach of the Software Warranties to Netwrix during the warranty period, and Customer’s exclusive remedy, and Netwrix's sole obligation, for any such breach of warranty shall be for Netwrix to either replace defective media and to correct or provide a workaround for reproducible errors that cause a breach of the Product Warranties within a reasonable time considering the severity of the error and its effect on Customer or, at Netwrix's option, refund the fees paid for the nonconforming Products upon return of such Product to Netwrix and termination of the related license hereunder. The Product Warranties will not apply to the extent arising from: (a) modification of the applicable Product; (b) use of the Product other than in accordance with the Documentation or in violation of this Agreement; (c) the combination of the Product with other elements not supplied by Netwrix; or (d) Customer’s failure to apply an update made available by Netwrix as part of Support Services or otherwise recommended by Netwrix, which would have resolved the breach of Product Warranties.

7.4 Netwrix Representations and Warranties for Professional Services. Netwrix represents and warrants to Customer that the Professional Services will be performed in a professional and workmanlike manner, in accordance with the standard and quality generally recognized and accepted within its industry.

7.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND NETWRIX DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY’S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED.

8. LIMITATIONS OF LIABILITY.

8.1 Disclaimer of Consequential Damages. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 OR 1.3 ABOVE OR (B) EITHER PARTY’S BREACH OF SECTION 7 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

8.2 General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 OR 1.3 ABOVE, (B) EITHER PARTY’S BREACH OF SECTION 6 ABOVE, OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO NETWRIX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATING TO A SPECIFIC STATEMENT OF WORK, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO NETWRIX UNDER SUCH STATEMENT OF WORK DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY ARE CUMULATIVE AND NOT PER INCIDENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 8 OR ELSEWHERE IN THIS AGREEMENT, IN NO EVENT WILL NETWRIX’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT EXCEED TWO TIMES (2X) THE AGGREGATE FEES PAID BY CUSTOMER TO NETWRIX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.

8.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9. INDEMNIFICATION.

9.1 Indemnification by Netwrix. Netwrix will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Customer Indemnified Parties (including reasonable attorneys’ fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of an allegation that Customer’s authorized use of any Product infringes or misappropriates a third party’s U.S. patent or copyrights. Notwithstanding the foregoing, Netwrix will have no liability or obligation under this Section 9.1 with respect to any Liability if such Liability is caused in whole or in part by (a) modification of the applicable Product by any party other than Netwrix without Netwrix’s express consent; (b) the combination, operation, or use of such Product with other product(s), data or services where such Products would not by itself be infringing; or (c) unauthorized or improper use of such Product. If the use of any Products by Customer has become, or in Netwrix’s opinion is likely to become, the subject of any claim of infringement, Netwrix may at its option and expense (i) procure for Customer the right to continue using such Product as set forth hereunder; (ii) replace or modify such Product to make it non-infringing so long as such Product has at least equivalent functionality; (iii) substitute an equivalent for such Product; or (iv) if options (i)-(iii) are not reasonably practicable, terminate this Agreement. This Section 9.1 states Netwrix’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

9.2 Indemnification by Customer. Customer will indemnify, defend and hold Netwrix and the officers, directors, agents, and employees of Netwrix (“Netwrix Indemnified Parties”) harmless from Liabilities that are payable to any third party or incurred by the Netwrix Indemnified Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of (a) Netwrix’s authorized use of the Customer Data or (b) any use or disclosure by Customer of any Product in violation of this Agreement.

9.3 Indemnification Procedure. If a Customer Indemnified Party or a Netwrix Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 9.1 or Section 9.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

10. COMPLIANCE WITH LAWS.

10.1 Compliance with Laws. Each Party will comply with all federal, state, county, and local laws, ordinances, regulations, rules and codes applicable to such Party in connection with its activities under this Agreement.

10.2 U.S. Export Control Laws. Notwithstanding any other provision of this Agreement, each Party will retain responsibility for its compliance with all applicable U.S. export control laws and economic sanctions programs relating to its respective business, facilities, and personnel. U.S. export control laws prohibit or restrict (a) transactions with certain persons, and (b) the type and level of technologies and services that may be exported. These laws include the Arms Export Control Act, the Export Administration Act, the International Emergency Economic Powers Act, the Atomic Energy Act and regulations issued pursuant to these, including the Export Administration Regulations (EAR) (15 CFR Parts 730-774), the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130), and the Nuclear Regulatory Commission and Department of Energy export regulations (10 CFR Parts 110 and 810). Export control requirements may change and export of goods and/or technical data from the U.S. without an export license or other appropriate governmental authorization may result in criminal liability. Each Party acknowledges that it can contact the U.S. Departments of Commerce, State, Energy and Treasury for guidance as to applicable licensing requirements and restrictions. Neither Party will export, re-export or transfer technical specifications or data received from the other Party to foreign persons or countries in a manner inconsistent with applicable export control or economic sanctions regulations.

11. GENERAL.

11.1 Independent Contractor. Netwrix is acting, in performance of this Agreement, as an independent contractor. Personnel supplied by Netwrix hereunder are not Customer employees or agents. Netwrix will be solely responsible for the payment of compensation of any of its personnel. Netwrix will have no right, power or authority to create, and will not represent to any person that it has any such power to create, any obligation, express or implied, on Customer’s behalf without the express prior written consent of Customer.

11.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware governing such agreements, without regard to conflicts-of-law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in Delaware, and the parties agree not to raise, and waive, any objections or defenses based upon venue or forum non conveniens. Notwithstanding the foregoing, if Customer has a shipping address within the United Kingdom, the Republic of Ireland or another address within the European Union, this Agreement will be governed by and construed in accordance with the laws of England and Wales, without reference to the principles of conflicts of law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute, legal action or proceeding arising out of or relating to this Agreement, including its subject matter and/or interpretation.

11.3 Entire Agreement; Precedence. This Agreement, the Order(s), and any Statements of Work contain the final and complete agreement between the Parties for the provision of the Products and performance of the Services and supersede all prior and contemporaneous conduct, agreements, statements, representations, negotiations, course of conduct, course of dealing, and communications pertaining to those Services and the Products, whether written or oral. This Agreement cannot be modified or amended, except in accordance with a written agreement signed by an authorized representative of each Party. Any contrary or supplemental terms or conditions on any purchase order or other document issued by Customer or Partner is for administrative convenience only and shall not be binding upon Netwrix, even if signed by Netwrix, and performance by Netwrix will not constitute acceptance by Netwrix of contrary or supplemental terms or conditions. In the event of any conflict between this Agreement and a SOW, the terms and conditions of this Agreement will govern unless such SOW expressly amends such terms and conditions, in which case such amended terms and conditions will govern with respect to such SOW only.

11.4 Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any of its obligations under this Agreement, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party. Upon the occurrence of any Force Majeure Event, the affected Party will give the other Party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

11.5 Publicity. Neither Party will use the other Party’s name in any public announcement, press release or other promotional materials without such other Party’s prior written consent; provided, that Customer agrees that Netwrix may, without such consent, (a) list Customer’s name (including by displaying any Customer trademark) and identify the business relationship between the Parties on Netwrix’s website and in other marketing and advertising collateral, together with a list of other customers and (b) if Customer identifies Netwrix in any documents made available to the public, issue a press release that references such public disclosure and Customer’s use of the Product(s).

11.6 Waiver. A Party’s failure or delay in enforcing the terms and conditions of this Agreement or in insisting upon strict performance of any of the other Party’s obligations will not be interpreted as a waiver thereof. Waiver of any provision of this Agreement by either Party will only be effective if in writing and will not be interpreted as a waiver of any subsequent breach or failure under the same or any other provision of this Agreement. No conduct, statement, course of conduct, course of dealing, oral expression, or other action will be construed as a waiver.

11.7 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.8 Assignment. Neither Party may assign this Agreement to a third party without the other Party’s prior written consent; provided, however, that either Party may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either Party otherwise than in accordance with this Section 11.8 will be null and void.