MSSP SECURITY PARTNER PROGRAM ... - AlienVault

MSSP SECURITY PARTNER PROGRAM
SUBSCRIPTION EXHIBIT
This MSSP Partner Program Subscription
Exhibit (the “Exhibit”) is appended to and
made a part of the Order Form and
Agreement between AlienVault and
Customer (the “Order Form”) and is subject
to the terms and conditions thereof.
This Exhibit governs the MSSP Partner
Program. This Exhibit supplements the
Software Exhibit and/or Hardware Exhibit
and the Standard Maintenance Exhibit, each
of which shall apply for the Term set forth in
the Order Form (“Term”). Terms defined
therein also apply to this Exhibit. In the
event of a conflict, this Exhibit shall prevail
over the Software Exhibit and/or Hardware
Exhibit and the Standard Maintenance
Exhibit.
1. MSSP PARTNER PROGRAM –
LICENSE GRANTS
In addition to the licenses granted to
Customer under the Software Exhibit and/or
Hardware Exhibit, the following additional
licenses are granted to Customer during the
Term within the Customer’s territory (as
indicated in the Order Form; distribution and
usage outside of the territory requires
AlienVault’s written consent):
A. Customer may reproduce copies of
the Software, and incorporate said copies
into its own software or hardware identified
on the Order Form and used for security
analysis (“Customer Application”), with the
proviso that each copy of the Software shall
be incorporated in such a way that the
Software shall not be made available to any
third party on a stand-alone basis
independent of the Customer Application in
which it is incorporated. Customer may
license, sublicense, and distribute the
Customer Application incorporating the
Software pursuant to its own license
agreement that is no less protective of the
Software than this Exhibit. Customer may
also appoint resellers and third-party
distributors to license, sublicense, and
distribute the Customer Application
incorporating the Software in the same
manner as Customer is permitted to do so.
Customer may also transfer, re-purpose and
share resources among its customer base.
Any Software deployed at the Customer’s
premise shall be monitored from a parent
SIEM or Logger. In no event shall
Customer’s license to its customers exceed
the length of the Term.
B. Software as a Service (SaaS) Use.
Customer shall be granted a non-exclusive
and non-transferable license, during the
Term, provided that Customer is subscribing
to support services and is current in
payment of its support fees, to: (a) integrate
the Software into the hosted Customer
Application constituting a managed
subscription-based security analysis service
(the "Service"); (b) market the Software only
as integrated into and combined with the
Service to add substantial value to the
Service; (c) use the Software in connection
with Customer’s development, marketing
and support of the Software in combination
with the Service, in accordance with the
terms of this Agreement; and (d) allow
customers to access and use the Software,
solely as part of the Service.
i. The foregoing license is
subject to the following limitations:
(a) the Software shall reside on
Customer’s own servers, if any; (b)
Customer shall provide the
Software to its customers only in
combination with a subscription
based managed security service
and not on a stand-alone or re-sale
basis; (c) Customer shall require
each customer to accept terms of
use of the Service that are no less
MSSP SECURITY Partner Program
Subscription Exhibit
1
AlienVault Confidential Information

protective of the Software than this
Agreement, and shall not permit
customers to violate any restriction
set forth in this Agreement; and (d)
Customer may not allow access and
use of the Software by any
customer which AlienVault
reasonably considers to be a
competitor.
C. Internal Use. An MSSP Customer
may not use the Software or Hardware for
its own internal business operations, but
solely as permitted by this Exhibit, unless
Customer has purchased an internal use
license.
D. Support. No Support shall be
provided by to customers of Customer. Any
Support will solely be third-level support
provided directly to Customer for the
Software. Customer shall be responsible for
providing first- and second-level support
(e.g., accepting and responding to all
contacts and requests made by its
customers). AlienVault shall not be
obligated to support any Customer
Application. An MSSP Customer needs to
have at least 2 certified engineers and pay
the OCSA+OCSE training cost for one (1)
engineer.
2. ADDITIONAL REPORTING AND
AUDIT REQUIREMENTS
A. Additional Reporting Requirements.
In addition to the reporting requirements set
forth in the Software Exhibit and/or
Hardware Exhibit:
i. Customer acknowledges that the
AlienVault Software and system
includes a monitoring capability that
sends anonymous statistics about
performance, device utilization and
network size, remotely to AlienVault.
ii.
Customer shall provide a written
report to AlienVault, at least
annually during the initial Term or
any renewal Term, indicating the
number of copies of the Customer
Application incorporating the
Software distributed during such
Term. Customer shall not (and shall
not permit third parties to) distribute
or sublicense more copies of the
Customer Application incorporating
the Software than the quantity for
which fees have been paid to
AlienVault. In addition, Customer
shall be required to promptly report
the installation of any AlienVault
products at its customer sites.
B. Audits. In addition to the audit
provisions of the Software Exhibit and/or
Hardware Exhibit, AlienVault may audit the
usage of the Software, the accounting of
devices, and the general terms of any MSSP
deals under the terms and conditions set
forth in the Software Exhibit and/or
Hardware Exhibit.
The AlienVault Software includes a reporting
mechanism that sends device usage data to
AlienVault on a daily basis. Customer will
allow and ensure connectivity for this report
to be sent to AlienVault.
3. MSSP PARTNER PROGRAM PRICING
A. Yearly Subscription Quota
The annual subscription quota that includes all AlienVault Software, maintenance, subscription
and 8x5 support without restriction inside the MSSP SOC. The quota amount is indicated in the
Order Form. The quota includes a yearly device credit as indicated in the Order Form.
The yearly quota will be paid in advance at the beginning of the subscription period.
MSSP SECURITY Partner Program
Subscription Exhibit
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AlienVault Confidential Information