STANDARD TERMS AND CONDITIONS FOR NAMED CONSULTANT MEMBERSHIP

Upon purchase of Membership by Customer, these Terms and Conditions shall constitute an agreement between Center for Internet Security, Inc. (“CIS”) and a Named Consultant Member (the “Agreement”).

I. Definitions

CIS Benchmarks means consensus based secure configuration guidelines applicable to a variety of operating systems, middleware and software applications, and network devices.

CIS Controls means the CIS Critical Security Controls.

CIS SecureSuite means the cybersecurity configuration and remediation membership offerings provided by CIS, as set forth in this Agreement.

CIS SecureSuite Products includes any or all of the following: CIS Benchmarks and CIS Controls in any format provided, CIS-CAT Pro (including CIS-CAT Pro Assessor and CIS-CAT Pro Dashboard), CSAT Pro, CIS Workbench community site, product guides, CIS Build Kits and other products offered by CIS from time to time, as set forth at /cis-securesuite/benefits/.

II. Membership Benefits.

Under the terms and conditions set forth in this Agreement, CIS grants to Consultant a Named Consultant Membership that entitles Consultant and Named Consultant as identified herein the following benefits:

A. Organizational Use

1. Access to and use of the CIS SecureSuite Products, including the right to distribute the CIS SecureSuite Products within and throughout Consultant’s organization.

2. Unlimited access to and use of the CIS Workbench site (a community site where SecureSuite resources are developed) for access to CIS SecureSuite Products, including forums for information sharing, user support, and discussions among members, developers, and CIS staff. Individual users of the CIS Workbench site shall be required to acknowledge terms of service as a condition to accessing the site.

3. Electronic notification of updates to the CIS SecureSuite Products.

4. CIS SecureSuite Products support from CIS staff and developers.

5. At Consultant’s option, listing of Consultant on the dedicated CIS SecureSuite Member pages of the CIS public website and in other promotional materials.

6. The right to use the CIS SecureSuite Membership logo on Consultant’s websites and documents in accordance with the terms and conditions of the CIS Logos, Trademark and Intellectual Property Use Policy set forth at /cis-logos-and-trademark-use-policy/ as such Policy may be amended from time to time.

7. Updates or improvements of existing CIS SecureSuite Products that are made in the ordinary course of business and provided pursuant to this Agreement.

8. The ability to edit/modify CIS Benchmarks for use within Consultant’s organization based upon the Consultant’s unique internal specifications and requirements (a “Customized Benchmark”). Once a Customized Benchmark is created, Consultant is prohibited from labeling or identifying such Customized Benchmark as a “CIS Benchmark.” Such Customized Benchmark shall not be considered a “derivative work” pursuant to section VII(E) of this Agreement.

B. Organizational Use Restrictions

1. Consultant may not sell or resell any CIS SecureSuite Product or distribute any CIS SecureSuite Product outside of Consultant’s organization.

2. Except as set forth in section II(C), Consultant use of CIS SecureSuite Products is limited to internal use to secure the organization’s owned system/network(s) and data (including Consultant’s data stored in a third-party network or cloud environment), and not that of any third party.

3. Consultant may engage a third-party contractor or consultant (“Third Party”) to assist in the installation, downloading and use of the CIS SecureSuite Products; provided that such Third Party shall access the CIS SecureSuite Products solely in connection with its contractual performance of duties for Consultant and shall not retain any of the CIS SecureSuite Products for use other than for assisting the Consultant named herein. Consultant shall take reasonable steps to ensure that such Third Party’s use of the CIS SecureSuite Products is limited as described herein. Such Third Party shall access the CIS SecureSuite Products in the same manner and method as Consultant.

C. Named Consultant Use

1. For onsite consulting engagements, the right for the Named Consultant to download, install, and use the CIS SecureSuite Products on Consultant Clients’ computer network or environment, including any third party network or cloud environment hosting Consultant Clients’ data, for the sole purpose of providing information security consulting and auditing services to those Consultant Clients, provided that, at the end of each consulting/auditing engagement, the Named Consultant must remove all copies of any CIS SecureSuite Products from Consultant Clients’ computers, networks, systems, and organizational environments that have been installed or provided to those Consultant Clients.

2. For remote consulting engagements, the right for Named Consultant to be given direct access to a time-limited version of CIS-CAT Pro, for the sole purpose of providing information security consulting and auditing services to those Consultant Clients, provided that Consultant Client agrees to use CIS-CAT Pro time-limited version only to assess Consultant Client’s internal system.

3. Notwithstanding any license terms for the CIS Controls to the contrary, CIS hereby provides Consultant a non-exclusive, non-transferable worldwide license to use the CIS Controls in the context of any consulting engagement, including developing Customized Policies as defined below.

4. The right for the Named Consultant to assist Consultant Clients in developing security configuration and/or security metrics policies that are specifically customized to meet Consultant Clients’ information security needs (“Customized Policies”), provided that Consultant Clients agree to:

a. use any Customized Policies only for securing Consultant Clients’ internal systems or Consultant Clients’ data hosted in a third-party network or cloud environment; and

b. not distribute any Customized Policies beyond Consultant Clients’ organizations.

Once a Customized Policy is created by Consultant, Consultant may represent to Consultant Clients that such Customized Policy leverages one or more CIS SecureSuite Products but not that it incorporates any CIS SecureSuite Product(s).

5. CIS agrees that Consultant Clients may be charged for training, installation, programming and other services, even if those services relate to the CIS SecureSuite Products.

6. The right for the Named Consultant to use the CIS SecureSuite Logo on reports and related materials prepared for Consultant Clients, in accordance with the terms and conditions of the CIS Logos, Trademark and Intellectual Property Use Policy set forth at /cis-logos-and-trademark-use-policy/ as such Policy may be amended from time to time.

7. Consultant is not required to remove Customized Policies from Consultant Clients’ computers, networks, systems, and organizational environments at the end of consulting/auditing engagements.

D. Consultant Use Restrictions

1. Consultant may not charge Consultant Clients directly for the CIS SecureSuite Products and neither Consultant, the Named Consultant nor any Consultant Clients may sell, resell, or distribute the CIS SecureSuite Products.

2. Only those persons designated as the Named Consultant, in accordance with Section III(E) of this Agreement, are entitled to use the rights provided under the Membership, and no other person within Consultant’s organization will be so authorized.

III. Membership Fees; Named Consultant Designation.

A. Named Consultant Initial Membership Fee. In exchange for the rights granted by CIS to Consultant in Section II of this Agreement, Consultant agrees to pay CIS a membership fee (“Membership Fee”) as set forth in an Order which shall be incorporated and made a part of this Agreement, which shall be due and payable within thirty (30) days of the Effective Date. Membership Fee payment may be made by: (i) EFT transfer; (ii) check made payable to Center for Internet Security and mailed to CIS Accounts Receivable, 31 Tech Valley Drive, East Greenbush, NY 12061; or (iii) credit card transaction according to the instructions provided to Consultant by CIS. The amount of the Membership Fee to be paid by Consultant to CIS pursuant to this section shall not be reduced by any amount of any taxes or fees to be collected by a taxing jurisdiction, financial institution or payment processor incidental to the payment of Membership Fee by Consultant to CIS.

B. Named Consultant Renewal Membership Fee. If the Parties renew this Agreement pursuant to section IV(A), Consultant’s renewal membership fee (“Renewal Membership Fee”) will be set forth on an Order that is provided to Consultant no less than thirty (30) days prior to the expiration of any Term of this Agreement. This fee shall be due to CIS no later than the first day of the Membership renewal term, using any of the methods described in section III(A) above. CIS in its sole discretion and as a courtesy to Customer may elect to permit continued usage of the CIS SecureSuite Products after the termination date and while the parties negotiate renewal terms in good faith. In such event, the terms of this Agreement shall not be deemed to have renewed but shall only continue until either a new Agreement is executed or agreed to between the Parties or the agreement is terminated by denying continued access as set forth in section III(C) below.

C. Non-Payment of Membership Fee or Renewal Membership Fee. In the event of non-payment of any undisputed Membership Fee or Renewal Membership Fee by Consultant, CIS reserves the right to restrict Consultant’s access to the CIS SecureSuite Products until such time as payment has been rendered.

D. Accounts Payable Contact Information. Consultant shall designate a point of contact for accounts payable regarding this Agreement.

E. Named Consultant. Consultant may name only one person as a Named Consultant pursuant to this Agreement, who will be authorized to use the rights granted under this Agreement. Consultant may change the designation of a person as a Named Consultant at any time during the term of the Membership by submitting a written notice to CIS.

IV. Term and Termination.

A. Term. This Agreement will commence on the Effective Date and, unless earlier terminated as provided for in Section IV(B) below, will continue for the term set forth in an Order, which shall be incorporated and made a part of this Agreement (the “Initial Term”). Thereafter, this Agreement shall not automatically renew and may be renewed upon mutual written agreement of both Parties.

B. Right to Terminate. Both CIS and Consultant shall have the right to terminate this Agreement: (1) if the other Party fails to perform a material obligation under this Agreement and fails to cure such nonperformance within thirty (30) days following written notice thereof; or (2) for convenience by providing at least thirty (30) days written notice to the other Party. Consultant will cease use of the CIS SecureSuite Products as of the date of such termination.

In the event of termination by CIS for nonperformance by Consultant, or for convenience by Consultant, Consultant will not be entitled to a refund of any Membership Fee or Renewal Membership Fee that has been paid by Consultant to CIS. In the event of termination by Consultant for nonperformance by CIS or for convenience by CIS, Consultant will be entitled to a prorated refund of any unused Membership Fee or Renewal Membership Fee that has been paid by Consultant to CIS.

V. CIS SecureSuite Products Provided As Is.

CIS makes reasonable efforts to utilize and maintain the most secure programs available to screen and protect CIS’s computer programs, websites, and computer infrastructure from malware. However, Consultant understands and agrees that CIS is providing the CIS SecureSuite Products “as is” and “as available” without any representations, warranties, or covenants of any kind whatsoever.

VI. Ownership Rights of Intellectual Property and CIS SecureSuite Products Reserved.

Consultant is not acquiring any title or ownership rights in or to any of the CIS SecureSuite Products or associated intellectual property, and full title and all ownership rights to the CIS SecureSuite Products and associated intellectual property remain the exclusive property of CIS. Consultant further understands and agrees that the use of Trademarks in connection with this Agreement does not create any right, title or interest in or to the use of Trademarks and that all such use and goodwill associated with Trademarks will inure to the sole benefit of CIS. Consultant further agrees that it will comply with the terms and conditions of the CIS Logos, Trademark and Intellectual Property Use Policy set forth at www.cisecurity.org/cis-logos-and-trademark-use-policy/ as such Policy may be amended from time to time. All rights to the CIS SecureSuite Products not expressly granted in this Agreement are hereby reserved.

VII. Restrictions.

Consultant acknowledges and agrees, on its behalf and on behalf of the Named Consultant, that except as otherwise expressly permitted in this Agreement, neither Consultant nor Named Consultant may: (A) decompile, disassemble, alter, reverse engineer, or otherwise attempt to derive the source code for any CIS SecureSuite Product (except to the extent that such product is already in the form of source code); (B) distribute or redistribute, sell, rent, lease, sublicense or otherwise transfer or exploit any rights to any CIS SecureSuite Product in any way or for any purpose including, without limitation, creating an image incorporating any CIS Benchmark or derivative content (including without limitation remediation content) and offering or using that image as a product or service made available to a third party; (C) post any CIS SecureSuite Product on any website, bulletin board, ftp server, newsgroup, or other similar mechanism or device; (D) remove from or alter the terms of use or any proprietary notice placed on any CIS SecureSuite Product; (E) create any derivative work based directly on an CIS SecureSuite Product or any component thereof; (F) represent or claim a particular level of compliance or consistency with any CIS SecureSuite Product; or (G) facilitate or otherwise aid other individuals or entities in violating this Agreement.

U.S. Export Control and Sanctions Laws – Regarding Consultant’s use of the SecureSuite Products with any non-U.S. entity or country, Consultant acknowledges that it is its responsibility to understand and abide by all U.S. sanctions and export control laws as set from time to time by the U.S. Bureau of Industry and Security (BIS) and the U.S. Office of Foreign Assets Control (OFAC).

VIII. Consultant’s Responsibility to Evaluate Risks.

Consultant acknowledges and agrees that: (A) no network, system, device, hardware, software, or component can be made fully secure; and (B) Consultant has the sole responsibility to evaluate the risks and benefits of the CIS SecureSuite Products to Consultant’s particular circumstances and requirements including, without limitation, the decision to implement or not to implement one or more Benchmark configuration recommendations.

IX. Consultant Indemnification of CIS.

Consultant agrees to indemnify, defend, and hold CIS and all of CIS’s employees, officers, directors, agents and other service providers harmless from and against any third-party claim, suit or proceeding (including reasonable attorneys’ fees) brought against any of them in connection with Consultant’s material breach of this Agreement.

X. CIS Indemnification of Consultant.

CIS shall indemnify, defend, and hold Consultant harmless against any third-party claim, suit or proceeding (including reasonable attorneys’ fees) brought against Consultant alleging that the CIS SecureSuite Products infringe any patent, copyright, or enforceable trade secret, provided that Consultant: (A) gives CIS prompt written notice of any such claim; (B) allows CIS to control the defense and settlement of such claim; (C) refrains from entering into any settlement or compromise of such claim without CIS’s prior written consent; and (D) provides all assistance reasonably requested by CIS in the defense or settlement of such claim, at CIS’s expense. THIS SECTION SETS FORTH CIS’S SOLE AND EXCLUSIVE LIABILITY, AND CONSULTANT’S SOLE AND EXCLUSIVE REMEDY FOR CIS’S INFRINGEMENT OF THIRD-PARTY RIGHTS OF ANY KIND.

XI. Limitation of Liability.

Except as otherwise specified in this Agreement, neither Party will be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, damages for lost profits, data or use, incurred under this Agreement, whether in an action in contract or tort, even if that Party has been advised of the possibility of such damages.

XII. Confidential Information.

A. Confidential Information. Each Party acknowledges that by reason of its relationship with the other Party hereunder, such Party (the “Receiving Party”) might receive access to certain confidential and proprietary information and materials concerning the other Party (the “Disclosing Party”). “Confidential Information” means oral or written non-public information that the Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, whether provided to the Receiving Party before, on or after the date hereof. “Confidential Information” includes, without limitation, information relating to the Disclosing Party’s software and hardware products, specifications, databases, networks, systems design, file layouts, tool combinations and development methods, and information relating to the Disclosing Party’s business or financial affairs, such as business methods, marketing strategies, pricing, product development strategies and methods, customer lists and financial results. “Confidential Information” also includes information received from others that the Disclosing Party is obligated to treat as confidential. Confidential Information includes all tangible materials which contain Confidential Information, including, without limitation, written or printed documents, computer disk storage, and other magnetic or optical storage media, whether user- or machine-readable.

B. Exclusions. Confidential Information does not include any information that the Receiving Party can reasonably demonstrate: (i) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (ii) was independently developed by the Receiving Party; (iii) is or becomes publicly known through no wrongful act of the Receiving Party; (iv) has been rightfully received from a third-party whom the Receiving Party has reasonable grounds to believe is authorized to make such disclosure without restriction; or (v) has been approved for public release by the Disclosing Party’s prior written authorization. Confidential Information may be disclosed pursuant to applicable law, regulations or court order or similar proceeding, provided that the Receiving Party provides, where reasonably possible and legally permissible, prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.

C. Use. The Receiving Party acknowledges and agrees that the Disclosing Party’s Confidential Information is of substantial value to the Disclosing Party, which value would be harmed if such information were disclosed to third parties. The Parties agree that, commencing on the Effective Date and thereafter, they will not: (i) use the Disclosing Party’s Confidential Information in any way, except in the performance of obligations under this Agreement; or (ii) disclose the Disclosing Party’s Confidential Information to any third party, except to the Receiving Party’s employees who need to know such information, provided such employees have a signed confidentiality agreement with terms no less restrictive than the terms in this Agreement. The Parties will not publish, in any form, the other Party’s Confidential Information beyond any descriptions published by said other Party.

D. Ownership of Information. The parties expressly agree that the Disclosing Party shall retain all ownership in its Confidential Information.

E. Return of Information. In the event of any termination or expiration of this or any other agreement between the parties: (i) upon the written request of the Disclosing Party, the Receiving Party shall return or destroy all copies of Confidential Information to the Disclosing Party; and (ii) except to the extent the Receiving Party is advised in writing by counsel that there is a legal prohibition on so doing, the Receiving Party will also promptly destroy all written material, memoranda, notes and other writings or recordings whatsoever prepared by it or its representatives based upon, containing or otherwise reflecting any Confidential Information of the Disclosing Party. Any Confidential Information that is not returned or destroyed including, without limitation, any oral Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement. The Receiving Party may return the Confidential Information, or any part thereof, to the Disclosing Party at any time.

F. Duration. All obligations to protect Confidential Information set forth in this Agreement shall apply during the time of the relationship between the parties and thereafter, without limitation.

G. Data Privacy. Both Parties agree to comply with all applicable data privacy laws and regulations, including as applicable, the General Data Protection Regulation. The Parties further acknowledge the Standard Contractual Terms found at /standard-gdpr-clauses/, which are incorporated herein and are made a part hereof, and by signing this Agreement agree to abide by its terms, to the extent applicable.

XIII. Additional Terms

A. Jurisdiction. Consultant acknowledges and agrees that: (A) this Agreement will be governed by and construed in accordance with the laws of the State of New York; and (B) any action at law or in equity arising out of or relating to this Agreement shall be filed only in the courts located in the State of New York. Consultant hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action.

B. Counterparts. This Agreement may be executed in separate counterparts each signed by a Party and such counterparts deemed an executed whole with the full force and effect. Signatures may be exchanged by email or electronic signature and such signatures will be deemed original.

C. Entire Agreement; Purchase Orders. This Agreement, including any exhibits referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all previous written, and all previous or contemporaneous oral negotiations, understandings, arrangements, and agreements. This Agreement may be amended only by a written amendment signed by both Parties.

For the avoidance of doubt, and whether or not CIS is deemed under applicable law to have accepted an offer by Customer, CIS objects to and rejects all additional and/or inconsistent terms contained in a Purchase Order (PO) or similar document submitted by Consultant to CIS, incidental to the Membership purchased herein. Any such terms which are not specifically addressed or referenced in this Agreement are hereby rejected and not agreed to nor consented to by CIS, absent express written acceptance.

D. Advertising or Publicity. Except as provided for in Sections II(A)(5) and (6), neither party shall use the other Party’s name, service marks, or trademarks, or refer to or identify the other Party in any advertising, publicity releases (including references on any Consultant lists or posting on websites), or promotional or marketing correspondence to others without the prior written approval of the other Party.

E. Notices. All notices, requests, demands and determinations made under this Agreement (other than routine operational communications) shall be in writing and shall be deemed duly given (A) when delivered personally (against a signed receipt), (B) on the designated day of delivery (other than a weekend or Federal holiday) after being timely given to an express overnight courier with a reliable system for tracking delivery, or (C) six (6) days after the day of mailing, when sent by first class United States mail, postage prepaid and return receipt requested, to the address set forth below. Legal notices shall also be delivered via email to CIS at [email protected]. Delivery via email alone shall not constitute compliance with this section unless expressly agreed to by CIS.

F. Order of Precedence. Except as otherwise agreed to between the Parties, in the event of a conflict between the terms of this Agreement and any other document executed between the Parties, the following order of precedence shall apply: (1) The terms contained in this Named Consultant Membership Agreement, including any CIS policies referenced herein; (2) An Order or Invoice provided by CIS to Consultant; and (3) Any other document executed and/or agreed to in writing between the Parties.

Contract Version Date: 11/29/2021