Last Updated April 3, 2024

This Cloud Addendum to the License Agreement (“Addendum“) is entered into by and between the Pentera Entity (“Company“), and the User Entity (“User”), each as identified in the order form signed between the parties as of the date specified therein (“Order Form”).

WHEREAS, Company and the User have entered into a license agreement for the use of Pentera Core Software and any related services (as specified in the Order Form) (“License Agreement”); and

WHEREAS, User desires to purchase, access and utilize the Pentera Cloud Software (“Pentera Cloud“) in connection with the terms and conditions set forth in the Order Form and the License Agreement;

NOW THEREFORE, in consideration of the premises and the covenants contained herein, User and Company hereby agree, as follows;

1. DEFINITIONS.

“Workload” means an active unique cloud virtualized compute instance resource (server, container and/or serverless) owned by User, or licensed to User by a cloud service provider, that is included in an onboarded Cloud Account.

“Cloud Account” means a resource environment owned by the User and/or assigned to the User by a cloud service provider (ex. AWS, Azure, etc.) holding and isolating the User’s cloud resources.

2. LICENSE

This Addendum shall apply to User’s use and access of the Pentera Cloud subject to the terms and conditions specified in the License Agreement, with the applicable changes and additions included herein.

2.1. The following changes shall replace the “License” definition set forth under Section 2 in the License Agreement or any license grant definition: “Company grants to User a personal, limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license, during the term of the license set forth in the Order Form, to install and use the Product, including Pentera Cloud, solely for its internal end-use, limited to the number of End Points and Workloads as specified in the Order Form, for the Product including Pentera Cloud, in each case where such End Point and Workload are owned, leased or otherwise substantially controlled by User (the “License”).”When a Cloud Account is onboarded, all Workloads under such account shall be included and enumerated as part of the License. Each Cloud Account will be periodically scanned by Company using Pentera Cloud, and the number of active Workloads will be determined accordingly.

2.2. Pentera Cloud’s functionality requires the transfer of non-identifying User information relating to the operation, support, and/or User’s use of the Pentera Cloud (such as metadata, aggregated data, analytics, etc.) (“Usage Metadata“). Company is and shall be the sole and exclusive owner of all right, title, and interest in and to the Usage Metadata.

2.3. User may not remove Cloud Accounts after they have been onboarded.

3. REPRESENTATIONS AND WARRANTIES.

User hereby represents and warrants that it is authorized, and has received all relevant approvals, to use Pentera Cloud’s functions on the Workloads.

4. MISCELLANEOUS.

All capitalized terms used but not defined herein shall have the meaning ascribed to them in the License Agreement. Other than as explicitly stated herein, no other provision of the License Agreement shall be deemed affected or amended by this Addendum. This Addendum shall be deemed an integral part of the License Agreement and shall be governed and construed by the terms and conditions set forth therein. This Addendum may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument