HomeMy Public PortalAbout150-2021 - IT- CrowdStrike - Extended Security Support Agreement DocuSigr<Etwelope ID:68473A53-242A-4CDC-A871-D96EEDF26D72
CROWDSTRIKE EXTENDED SUPPORT AGREEMENT
This CrowdStrike Extended Support Agreement(this"Agreement") by and between CrowdStrike, Inc., a Delaware
corporation,and any Affiliates performing hereunder(collectively,"CrowdStrike")with a principal place of business
at 150 Mathilda Place, Suite 300, Sunnyvale, California 94086 and the party named below in the signature area
("Customer")are entered into as of the date signed by the last party(the"Effective Date"). For the avoidance of
doubt,this Agreement exclusively governs CrowdStrike's provision of Extended Support to Customer and
does not govern the provision or delivery of other CrowdStrike products and services to Customer under
any existing and currently valid agreement between CrowdStrike and Customer.
1. Definitions.
"Affiliate" means any entity that a party directly or indirectly controls(e.g.,subsidiary)or is controlled by(e.g.,
parent), or with which it is under common control (e.g., sibling).
"Customer" means as the context requires, in addition to the entity identified above, any Customer Affiliate
that places an Order under these CrowdStrike Terms and Conditions, uses or accesses any Offering hereunder,
or benefits from the Customer's use of an Offering.
"Discontinued Operating Systems" means the Microsoft Windows 7 and Windows Server 2008R2 operating
systems.
"Documentation"means CrowdStrike's end-user support announcements and documentation included in the
applicable Offering's Support Portal.
"Endpoint" means any physical or virtual device, such as, a computer, server, laptop, desktop computer,
mobile, cellular, container or virtual machine image.
"Error" means a reproducible failure of the Falcon Sensor to perform in substantial conformity with its
applicable Documentation.
"ESU" means the Microsoft Extended Security Update agreement for the Discontinued Operating Systems.
"Extended Support" means CrowdStrike's extended support offering for the Discontinued Operating Systems
as described herein and in the Documentation. For the avoidance of doubt, Extended Support includes the
Product-Related Service and the Falcon Sensor.
"Falcon Sensor" means the CrowdStrike object code software identified in the Documentation as compatible
with the Discontinued Operating Systems and installed on the Customer's Endpoints, including any Extended
Support updates that may be made available from time to time by CrowdStrike.
"Hot Fix" means an updated Falcon Sensor designed to correct a major Error in the Falcon Sensor and
generally released as quickly as commercially reasonable efforts make feasible.
"Offerings" means, for purposes of this Agreement only, Extended Support.
"Order" means any purchase order or other ordering document(including any statement of work) accepted by
CrowdStrike or a reseller that identifies the following ordered by Customer: Offering, Offering quantity based on
CrowdStrike's applicable license metrics (e.g., number of Endpoints, size of company (based on number of
employees), number of file uploads, or number of queries), price and Subscription/Order Term.
"Product-Related Services" means, for purposes of this Agreement only, the technical support included in
the Extended Support Offering, as described herein and the Documentation.For the avoidance of doubt, Product-
Related Services do not include professional services.
"Subscription/Order Term" means a period no later than January 10, 2023 unless: (i) otherwise set forth in
the applicable Order, or(ii) extended by CrowdStrike in its sole discretion. The Subscription/Order Term is the
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period during which Customer is authorized by CrowdStrike to access and use the Product-Related Services
(Extended Support).
2. Affiliates,Orders and Payment.
2.1 Affiliates. Any Affiliate purchasing hereunder, or using or accessing any Offering hereunder, or benefitting
from the Customer's use of an Offering, will be bound by and comply with all terms and conditions of this
Agreement. The Customer signing these CrowdStrike Terms and Conditions will remain responsible for
Customer's Affiliates' acts and omissions unless Customer's Affiliate has entered into its own Terms and
Conditions with CrowdStrike.
2.2 Orders. Only those transaction-specific terms stating the Offerings ordered, quantity, price, payment terms,
Subscription/Order Term, and billing/provisioning contact information (and for the avoidance of doubt, specifically
excluding any pre-printed terms on a Customer or reseller purchase order)will have any force or effect unless a
particular Order is executed by an authorized signer of CrowdStrike and returned to Customer(or the applicable
reseller). If any such Order is so executed and delivered,then only those specific terms on the face of such Order
that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting
terms herein but only with respect to those Offerings ordered on such Order. Orders are non-cancellable. Any
Order through a reseller is subject to, and CrowdStrike's obligations and liabilities to Customer are governed by,
this Agreement.
2.3 Payment and Taxes. Customer will pay the fees (if any) for Offerings to a reseller or CrowdStrike as set
forth in the applicable Order. Except as otherwise expressly provided in this Agreement,all fees and other amounts
are non-refundable. Fees are exclusive'of any applicable sales, use, value added, withholding, and other taxes,
however designated. Customer shall pay all such taxes levied or imposed by reason of Customer's purchase of
the Offerings and the transactions hereunder, except for taxes based on CrowdStrike's income or with respect to
CrowdStrike's employment of its employees. With respect to United States Federal, State or local government
entities, CrowdStrike will not pay any taxes on Customer's behalf if Customer provides CrowdStrike with a valid
certificate of tax exemption. Notwithstanding the foregoing, there is no fee for Extended Support through
January 10,2023.
3. Extended Support.
CrowdStrike shall provide Customer with Extended Support for the Subscription/Order Term. Extended Support
levels vary depending on whether Customer has an ESU and has the most recent Microsoft versions under the
ESU installed. At a minimum, all levels of Extended Support shall include (i) Hot Fixes,(ii) updates to the Falcon
Sensor's machine learning functionality and(iii)indicator of attack(IOA)updates, all of which are on an as available
basis. Technical support (i.e. personnel to assist you with questions, etc.) may not be to the same extent as
CrowdStrike supported products and services due to the limitations of supporting the Discontinued Operating
Systems. Extended Support is separate from, and in addition to, any other maintenance and technical support
(Customer is receiving for fully supported products and services (i.e., CrowdStrike products that are not on the
Discontinued Operating Systems). CrowdStrike reserves the right to terminate Extended Support after January 9
2022J for Customer's Endpoints without ESU coverage.
4. Confidentiality.
4.1 Definitions. In connection with this Agreement,each party("Recipient")may receive Confidential Information
of the other party ("Discloser") or third parties to whom Discloser has a duty of confidentiality. "Confidential
Information" means non-public information in any form that is in the Recipient's possession regardless of the
method of acquisition that the Discloser designates as confidential to Recipient or should be reasonably known by
the Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances
surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of
the public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to
Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed
by Recipient without use of Discloser's Confidential Information; or(iv) rightfully obtained by Recipient from third
parties without an obligation of confidentiality.
4.2 Restrictions on Use. Except as allowed in Section 4.3 (Exceptions), Recipient shall hold Discloser's
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Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third
party, other than to its employees, and contractors, including without limitation, counsel, accountants, and financial
advisors (collectively, "Representatives"), its Affiliates and their Representatives, subject to the other terms of this
Agreement, and in each case who need to know such information and who are bound by restrictions regarding
disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient
shall not use Discloser's Confidential Information for any purpose other than as set forth in this Agreement.
Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar
nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the
unauthorized use, disclosure, publication, or dissemination of the Discloser's Confidential Information. Within 72
hours of Recipient becoming aware of the unauthorized use, disclosure, publication, or dissemination of the
Discloser's Confidential Information while in Recipient's control, Recipient shall provide Discloser with notice
thereof.
4.3 Exceptions. Recipient may disclose Discloser's Confidential Information: (i) to the extent required by
applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or
legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv)
where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request,
Recipient shall, to the extent legally permitted: (a) give Discloser prompt written notice of such requirement or
request prior to such disclosure;and(b)at Discloser's cost, a reasonable opportunity to review and comment upon
the disclosure and request confidential treatment or a protective order pertaining thereto prior to Recipient making
such disclosure. If the Recipient is legally required to disclose the Discloser's Confidential Information as part of:
(x) a legal proceeding to which the Discloser is a party but the Recipient is not; or(y) a government or regulatory
investigation of the Discloser,the Discloser shall pay all of the Recipient's reasonable and actual out of pocket legal
fees and expenses (as evidenced by reasonably detailed invoices) and will reimburse the Recipient for its
reasonable costs and fees of compiling and providing such Confidential Information, including,a reasonable hourly
rate for time spent preparing for, and participating in, depositions and other testimony.
4.4 Destruction. Upon Discloser's written request, Recipient shall use commercially reasonable efforts to destroy
the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their
Representatives may retain any Confidential Information that: (i)they are required to keep for compliance purposes
under a document retention policy or as required by applicable law, professional standards, a court, or regulatory
agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up,
security, or disaster recovery systems or procedures; provided, however, that any such retained information shall
remain subject to this Agreement. Upon Discloser's request, Recipient will provide Discloser with written
confirmation of destruction in compliance with this provision.
4.5 Equitable Relief. Each party acknowledges that a breach of this Section 4 (Confidentiality) shall cause the
other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped
through injunctive proceedings in addition to any other rights and remedies which may be available to the injured
party at law or in equity without the posting of a bond.
5. Warranties&Disclaimer.
5.1 Extended Support Warranty. CrowdStrike warrants to Customer that it will perform the Product- Related
Services in a professional and workmanlike manner consistent with generally accepted industry standards.
Customer must notify CrowdStrike of any warranty claim for Product-Related Services during the
Subscription/Order Term. Notwithstanding any other agreement between the parties, CrowdStrike products
installed or running on Discontinued Operating Systems are not warranted for performance and may not have the
same performance as the same CrowdStrike products installed or running on fully supported operating systems.
CrowdStrike is not responsible for vulnerabilities related to, or resulting from, the Discontinued Operating Systems.
Customer's sole and exclusive remedy and the entire liability of CrowdStrike for its breach of any warranty
pertaining to its products and services installed or running on the Discontinued Operating Systems will be for
CrowdStrike,at its option and expense,to(a)use commercially reasonable efforts to re-perform the non-conforming
Product-Related Services, or(b) refund the portion of the fees paid attributable to the non-conforming Extended
Support.
5.2 Exclusions. The express warranties do not apply to any product or Product-Related Service that:
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(i) has been modified,except by CrowdStrike,(ii) has not been installed,used,or maintained in accordance with this
Agreement or Documentation, or(iii) is non-conforming due to a failure to use an applicable Hot Fix.
5.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 5, CROWDSTRIKE AND ITS
AFFILIATES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CROWDSTRIKE AND ITS
AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGMENT WITH
RESPECT TO THE OFFERINGS. THERE IS NO WARRANTY THAT THE OFFERINGS WILL BE ERROR FREE,
OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF CUSTOMER'S
PARTICULAR PURPOSES OR NEEDS. THE OFFERINGS ARE NOT FAULT-TOLERANT AND ARE NOT
DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE
PERFORMANCE OR OPERATION.THE OFFERINGS ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT
NAVIGATION, NUCLEAR FACILITIES, COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR
INDIRECT LIFE-SUPPORT SYSTEMS,AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION
WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY, OR PROPERTY DAMAGE.
Customer agrees that it is Customer's responsibility to ensure safe use of an Offering in such applications and
installations. CROWDSTRIKE DOES NOT WARRANT ANY THIRD PARTY PRODUCTS OR SERVICES.
5.4 Additional Terms That May Apply. See Exhibit B for additional warranties that may apply to certain
Customers.
6. Limitation of Liability.
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER'S
PAYMENT OBLIGATIONS,AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE
OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY
THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (A)ANY LOST
PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS
OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR
SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR(B)AN AMOUNT THAT EXCEEDS
THE TOTAL FEES PAID OR PAYABLE TO CROWDSTRIKE FOR THE RELEVANT OFFERING DURING THAT
OFFERING'S SUBSCRIPTION/ORDER TERM. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE
CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 6.
6.2 Additional or Different Terms That May Apply. See Exhibit B for additional or different terms related to liability
that may apply to certain Customers.
7. Compliance with Laws.
Each party agrees to comply with all U.S.federal,state, local and non-U.S. laws directly applicable to such party in
the performance of this Agreement, including but not limited to, applicable export and import, anti- corruption and
employment laws. Customer acknowledges and agrees the Offerings shall not be used,transferred, or otherwise
exported or re-exported to regions that the United States and/or the European Union maintains an embargo or
comprehensive sanctions (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any
person or entity subject to individual prohibitions (e.g., parties listed on the U.S. Department of Treasury's List of
Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders) (collectively,
"Designated Nationals"),without first obtaining all required authorizations from the U.S. govemment and any other
applicable government. Customer represents and warrants that Customer is not located in, or is under the control
of,or a national or resident of,an Embargoed Country or Designated National.CrowdStrike represents and warrants
that CrowdStrike is not located in, or is under the control of, or a national or resident of, an Embargoed Country or
Designated National.
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8. U.S. Government End Users.
8.1 Commercial Items. The following applies to all acquisitions by or for the U.S. government or by any
U.S Government prime contractor or subcontractor at any tier("Government Users") under any U.S. Government
contract, grant, other transaction, or other funding agreement. The products, Hot Fixes and Documentation are
"commercial items,"as that term is defined in Federal Acquisition Regulation ("FAR") (48 C.F.R.)2.101, consisting
of"commercial computer software" and "commercial computer software documentation," as such terms are used
in FAR 12.211 and 12.212. In addition, Department of Defense FAR Supplement ("DFARS") 252.227-7015
(Technical Data — Commercial Items) applies to technical data acquired by Department of Defense agencies.
Consistent with FAR 12.211 and 12.212 and DFARS (48 C.F.R.) 227.7202-1 through 227.7202-4, the products,
Hot Fixes, and Documentation are being licensed to Government Users pursuant to the terms of this license(s)
customarily provided to the public as forth in this Agreement, unless such terms are inconsistent with United States
federal law("Federal Law").
8.2 Disputes with the U.S.Government.If this Agreement fails to meet the Government's needs or is inconsistent
in any way with Federal Law and the parties cannot reach a mutual agreement on terms for this Agreement, the
Government agrees to terminate its use of the Offerings. In the event of any disputes with the U.S. Government in
connection with this Agreement, Section 10.3 of this Agreement shall not apply. Instead, the rights and duties of
the parties arising from this Agreement,shall be governed by, construed, and enforced in accordance with Federal
Procurement Law and any such disputes shall be resolved pursuant to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 7101-7109), as implemented by the Disputes Clause, FAR 52.233-1.
8.3 Precedence. This U.S. Government rights in this Section are in lieu of, and supersedes, any other FAR,
DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in the Offerings,
computer software or technical data under this Agreement.
8.4 Disputes with U.S. State and Municipal Governments. In the event of any disputes with United States' State
and municipal government agencies in connection with this Agreement, Section 10.3 of this Agreement shall not
apply. Instead, the rights and duties of the parties arising from this Agreement, shall be governed by, construed,
and enforced in accordance with the laws of the Customer's State excluding its conflict of laws principles.
9. Suspension and Termination.This Agreement shall remain effective until termination in accordance with this
Section or as otherwise specified herein. Unless otherwise prohibited by United States Federal law with respect to
Federal entities, CrowdStrike may immediately suspend Customer's access to, or use of, the Offerings if: (i)
CrowdStrike believes that there is a significant threat to the security, integrity, functionality, or availability of the
Offerings or any content, data, or applications in the Offerings; or (ii) Customer fails to pay CrowdStrike when
undisputed fees are due; provided, however, CrowdStrike will use commercially reasonable efforts under the
circumstances to provide Customer with notice and, if applicable, an opportunity to remedy such violation prior to
any such suspension. Either party may terminate this Agreement upon 30 days'written notice of a material breach
by the other party, unless the breach is cured within the 30-day notice period. Upon termination of this Agreement
for any reason:(a)all Customer's access and use rights granted in this Agreement will terminate;and(b)Customer
must promptly cease all use of Offerings and de-install the Falcon Sensor installed on Customer's Endpoints.
Sections 5.3,6, 9, 10 and all liabilities that accrue prior to termination shall survive expiration or termination of this
Agreement for any reason.
10. General.
10.1 Entire Agreement. This Agreement constitutes the entire agreement between Customer and CrowdStrike
concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals,
agreements, understandings,or other communications between the parties, oral or written, regarding such subject
matter. For the avoidance of doubt,this Agreement shall not modify any existing support commitments with respect
to fully supported CrowdStrike products and services (i.e., CrowdStrike products that are not on the Discontinued
Operating Systems). It is expressly agreed that the terms of this Agreement shall supersede any terms in any
procurement Internet portal or other similar non-CrowdStrike document and no such terms included in any such
portal or other non-CrowdStrike document shall apply to the Offerings ordered. Any Order through a reseller is
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subject to,and CrowdStrike's obligations and liabilities to Customer are governed by,this Agreement. CrowdStrike
is not obligated under any reseller's agreement with you unless an officer of CrowdStrike executes the agreement.
This Agreement shall not be construed for or against any party to this Agreement because that party or that party's
legal representative drafted any of its provisions.
10.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party,
except to an Affiliate in connection with a corporate reorganization or in connection with a merger, acquisition, or
sale of all or substantially all of its business and/or assets.Any assignment in violation of this Section shall be void.
Subject to the foregoing, all rights and obligations of the parties under this Agreement shall be binding upon and
inure to the benefit of and be enforceable by and against the successors and permitted assigns.
10.3 Governing Law; Venue. Except as otherwise provided in Exhibit A (if applicable), this Agreement, and the
rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in
accordance with the laws of the State of California, excluding its conflicts-of-law principles.The sole and exclusive
jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Santa Clara
County, California, and the parties agree to service of process in accordance with the rules of such courts. The
Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of
Goods shall not apply. Notwithstanding the foregoing, each party reserves the right to file a suit or action in any
court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in
CrowdStrike's case,to recoup any payments due.
10.4 Independent Contractors; No Third Party Rights. The parties are independent contractors. This Agreement
shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the
parties. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of
this Agreement in any third party.
10.5 Waiver, Severability &Amendments. The failure of either party to enforce any provision of this Agreement
shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable,the provision will be enforced to the maximum extent permissible so
as to affect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and
effect.This Agreement may only be amended, or any term or condition set forth herein waived, by written consent
of both parties.
10.6 Force Maleure. Neither party shall be liable for, nor shall either party be considered in breach of this
Agreement due to, any failure to perform its obligations under this Agreement(other than its payment obligations)
as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any
military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like
event, disruption or outage of communications(including an upstream server block and Internet or other networked
environment disruption or outage), power or other utility, labor problem, or any other cause, whether similar or
dissimilar to any of the foregoing, which could not have been prevented with reasonable care. The party
experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the
other party.
10.7 Notices. All legal notices will be given in writing to the addresses in the first introductory paragraph of this
Agreement and will be effective: (i) when personally delivered, (ii) on the reported delivery date if sent by a
recognized international or overnight courier, or (iii) five business days after being sent by registered or certified
mail (or ten days for international mail). For clarity, Orders, POs, confirmations, invoices, and other documents
relating to order processing and payment are not legal notices and may be delivered electronically in accordance
with each party's standard ordering procedures.
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[signature page follows]
10.8 Signatures. This Agreement and any Orders may be executed in two counterparts, each of which will be
considered an original but all of which together will constitute one agreement.Any signature delivered by electronic
means shall be treated for all purposes as an original.
CROWDSTRIKE, INC. LEGAL NAME OF CUSTOMER:
City of Richmond, Indiana
p—DocuSigned by:
Y
By: By:
'-E 057600b8326461...
Name: Mike Forman Name:
Title: VP Controller Title:
Date: 10/28/2021 Date: _
Send notices to: Send notices to:
150 Mathilda Place, 3ro Floor Address: 50 North 5th Street
Sunnyvale, CA 94086 City: Richmond State: IN Zip: 47374
With a copy to: legal@crowdstrike.com Country: uni ted States
Attn: Director of Information Technology
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o
Exhibit A
Dispute Resolution Outside North America
If Customer's principal office is located outside North America as indicated in the Agreement, the terms and
conditions of this Exhibit shall apply to all disputes arising out of or relating to this Agreement(excluding disputes
regarding the actual or alleged violation of CrowdStrike's intellectual property rights or the collection of overdue
invoices, which shall be governed by California law).
1. For ALL principal offices outside North America:
a. Choice of Law. This Agreement, and the rights and duties of the parties arising from this Agreement, shall be
governed by, construed, and enforced with the laws of the State of New York, excluding its conflicts-of-law
principles. The Uniform Computer Information Transactions Act and the United Nations Convention on the
International Sale of Goods shall not apply.
b. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the existence,
breach, termination, enforcement, interpretation, or validity of the Agreement, including the determination of the
scope or applicability of this Agreement to arbitrate, (each, a"Dispute")shall be referred to and finally resolved by
arbitration under the rules and at the location identified below. The arbitral panel shall consist of three (3)
arbitrators, selected as follows: each party shall appoint one (1) arbitrator; and those two (2) arbitrators shall
discuss and select third arbitrator. If the two party-appointed arbitrators are unable to agree on a third arbitrator,the
third arbitrator shall be selected in accordance with the applicable rules of the arbitration body. Each arbitrator shall
be independent of each of the parties and shall have suitable experience and knowledge in the subject matter of
the Dispute.The arbitrators shall have the authority to grant specific performance and to allocate between the parties
the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such
equitable manner as the arbitrators may determine. Judgment upon the award so rendered may be entered in a
court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order
of enforcement, as the case may be. Notwithstanding the foregoing, either party shall have the right to institute an
action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator,
provided that a permanent injunction and damages shall only be awarded bythe arbitrator.The language to be used
in the arbitral proceedings shall be English.
2. For ONLY principal offices within Europe, the Middle East or Africa:
Any Dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration
Rules (which Rules are deemed to be incorporated by reference into this clause) on the basis that the governing
law is as follows: (a) if Customer brings an action against CrowdStrike,then the governing law is the State of New
York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law is the laws of England
and Wales.The seat, or legal place, of arbitration shall be London, England.
3. For ONLY principal offices within Asia Pacific (including India), Australia & New Zealand: Any
Dispute shall be referred to and finally resolved by arbitration under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce in force on the date when the notice of arbitration is submitted in accordance
with such Rules (which Rules are deemed to be incorporated by reference into this clause) on the basis that the
governing law is as follows: (a) if Customer brings an action against CrowdStrike, then the governing law is the
State of New York, USA, (b) if CrowdStrike brings an action against Customer,then the governing law is as follows:
(i) for Customers in: (x) Asia Pacific (including India): the laws of England and Wales, (y) Australia and New
Zealand: the laws of the State of New South Wales, Australia. In all cases, the seat, or legal place, of arbitration
shall be Singapore.
4. For ONLY principal offices within the Americas,excluding North America:
Any Dispute shall be referred to and finally resolved by arbitration under International Dispute Resolution
Procedures of the American Arbitration Association in force on the date when the notice of arbitration is submitted
in accordance with such Procedures (which Procedures are deemed to be incorporated by reference into this
clause) on the basis that the governing law is the law of the State of New York, USA. The seat, or legal place, of
arbitration shall be New York, New York, USA.
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Exhibit B
Additional or Different Terms That May Apply to Certain Customers
A. For Australian Consumers Only.
A.1.For Customers that are consumers under the Australian Consumer Law, the following provisions apply.
The benefits of the warranty in Section 8 Warranties & Disclaimer of this Agreement are in addition to any
other rights and remedies in relation to the Offerings that Customer may be entitled to under Australian
Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian
Consumer Law. For major failures with the service, you are entitled: (i)to cancel your service contract with us;
and (ii) to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to
choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not
amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done
you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any
unused portion.You are also entitled to be compensated for any other reasonably foreseeable loss or damage
from a failure in the goods or service.
The warranties in this Agreement are provided by CrowdStrike, Inc. at 150 Mathilda Place, Third Floor,
Sunnyvale California, USA. To file a claim under this limited warranty, Customers must contact CrowdStrike
at support@.crowdstrike.com. CrowdStrike shall be responsible for any costs Customer incurs in making a
warranty claim under this Agreement.
A.2. For Customers that are consumers under the Australian Consumer Law, Section 12 Limited Liability
shall be replaced in its entirety with the following:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY FOR ANY
AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 9 LNDEMNIFICATION), CUSTOMER'S
PAYMENT OBLIGATIONS,AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE
OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY
THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE),
INDEMNITIES (OTHER THAN EXPRESSLY STATED IN SECTION 9 (INDEMNIFICATION)), OR OTHERWISE)
FOR ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE
REASONABLY FORESEEABLE; OR(B)AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE
TO CROWDSTRIKE FOR THE RELEVANT OFFERING DURING THAT OFFERING'S SUBSCRIPTION/ORDER
TERM.THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE
LIMITATIONS SPECIFIED IN THIS SECTIONA2.
SECTION A.2 DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF CROWDSTRIKE OR ITS
AFFILIATES IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR
FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE.TO THE
EXTENT APPLICABLE, THIS PROVISION MUST BE READ SUBJECT TO THE AUSTRALIAN CONSUMER
LAW.
B. For Customers Outside the United States and Australia. Some countries, states and provinces, including
member states of the European Economic Area, do not allow certain exclusions or limitations of liability,therefore,
the exclusions or limitation of liabilities and disclaimers of warranties in the Agreement may not fully apply to
Customer if the laws directly applicable to CrowdStrike in the performance of this Agreement do not allow such
terms:
CrowdStrike Form 022621 9 of 9