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NEIGHBORHOOD KEEPER PARTICIPATION OR USE TERMS AND CONDITIONS

THIS NEIGHBORHOOD KEEPER PARTICIPANT LICENSE AGREEMENT (THE “AGREEMENT”) CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND DRAGOS, INC. (“DRAGOS”) GOVERNING YOUR USE AND ACCESS OF NEIGHBORHOOD KEEPER, A COLLABORATIVE ASSET IDENTIFICATION, THREAT DETECTION, AND INTELLIGENCE PROGRAM FOR THE PURPOSE OF PROVIDING INDUSTRIAL CONTROL SYSTEM (“ICS”) VISIBILITY AND THREAT ANALYTICS TO THE ICS COMMUNITY (HEREINAFTER “NEIGHBORHOOD KEEPER”).  PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING ANY ASPECT OF NEIGHBORHOOD KEEPER. YOUR USE OF NEIGHBORHOOD KEEPER IS SUBJECT TO, AND CONDITIONED UPON YOUR ACCEPTANCE OF, THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING ON THE “I ACCEPT” BUTTON OR OTHERWISE ACCESSING OR USING NEIGHBORHOOD KEEPER OR ANY ASPECT THEREOF, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF OR AT THE REQUEST OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT AND, IN SUCH EVENT, “YOU”, “YOUR”  AND “PARTICIPANT” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

DEFINITIONS
a. “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describes the features, functions and operation of the Software, that is designed to facilitate use of the Software and that Dragos provides to Customer under the applicable SOW or ordering documents.
b. “Dragos Data” means all data, code, text, databases, documentation or information created, generated or discovered by Dragos software, technology, algorithms, process, know-how or analyses (and any and all enhancements, derivative works or other modifications to any of the foregoing) and includes, but is not limited to, data derived from a customer’s systems or networks or other computed data that is not specific to the customer (e.g., excluding customer-identifiable information), adversary-related data, metadata, telemetry data, outputs, usage data, derived data, data and system analytics, aggregated data and statistical data. Dragos Data shall remain the sole and exclusive property of Dragos.
c. “Neighborhood Keeper Content” means all data that is transmitted to the Neighborhood Keeper Analytics Framework from any source. Content includes, but is not limited to, telemetry, combined data, aggregated insights, threat intelligence or other enhanced insights or analysis on the data performed by Dragos. For clarity, all Neighborhood Keeper Content is and shall be owned by Dragos and be deemed Dragos Data, including all Intellectual Property Rights.
d. “Neighborhood Keeper Technology” consists of the following, all of which will is and shall be owned by Dragos, including all Intellectual Property Rights.
i. “The Neighborhood Keeper Analytics Framework” or “the Neighborhood Keeper” means the secure cloud infrastructure hosted by AWS IoT Services and the analytics framework developed by Dragos that receives specifically designated types of telemetry data from all participants, and makes that data available to process, interpret, evaluate, analyze, enrich, aggregate, utilize and distribute.
ii. “The Neighborhood Keeper Telemetry Engine” receives the telemetry data from a participant’s platform and creates a secure connection to the Neighborhood Keeper Analytics Framework to facilitate secure data transfer.

2. Other Agreements
You acknowledge and agree that your ability to access and use Neighborhood Keeper is conditioned on the purchase of other Dragos products that facilitate access to Neighborhood Keeper (“Dragos Products”), which may be pursuant to the execution of other written agreements with Dragos (“Other Agreements”) governing Dragos Products or Neighborhood Keeper.  In the event of any conflict or inconsistency between the terms of the Agreement and the Other Agreement governing Neighborhood Keeper or Dragos Products, the terms of such Other Agreement will control so long as such Other Agreement was signed in writing by you and Dragos.  For the avoidance of doubt, any terms or conditions appended to or incorporated by reference into any purchase order will not constitute an Other Agreement and are hereby expressly rejected unless such terms or conditions have been explicitly and specifically accepted in writing by Dragos (which acceptance must be separate and distinct from Dragos’s acceptance of the applicable underlying purchase order).

3. GRANT OF LICENSE
Subject to your compliance with the terms and conditions of this Agreement, Dragos grants you a nonexclusive right to access and use Neighborhood Keeper Technology and select Neighborhood Keeper Content that Dragos makes available to you solely for the benefit of your internal security purposes. 

4. RESTRICTIONS.
Except as expressly authorized under this Agreement, you will not (and will not allow any other person or entity to): (a) use the Neighborhood Keeper Technology or the Neighborhood Keeper Content for any purposes outside the scope of the license in Section 3; (b) attempt to identify the source of any unattributed data from Neighborhood Keeper, including the identity of the party or parties from which such data came; (c) distribute, sell, offer to sell, lease, commercialize or otherwise transfer Neighborhood Keeper Content (wholly or in part) to any third parties; (d) remove or obscure any Dragos copyrights, trademarks, service marks, or any other proprietary notices contained on any content; (e) share insights from its access to confidential information associated with Neighborhood Keeper publicly; (f) allow unauthorized access to Neighborhood Keeper; (g) copy, modify, display, distribute, transfer, resell, rent or sublicense Neighborhood Keeper or otherwise make the functionality of or data from Neighborhood Keeper available to any third party through any means; (h) interfere with, bypass or disable any features or functionality that are embedded in or included with Neighborhood Keeper; (i) access or use Neighborhood Keeper in any unlawful manner, for any unlawful purpose or in any manner inconsistent with this Agreement; (j) disassemble, decompile or reverse engineer Neighborhood Keeper; (k) use any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from Neighborhood Keeper; (l) access, tamper with, or use non-public areas of Neighborhood Keeper, Dragos’s computer systems, or the technical delivery systems of Dragos’s providers; (m) attempt to probe, scan or test the vulnerability of any Dragos system or network or breach any security or authentication measures; and (n) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Dragos or any of Dragos’s providers to protect Neighborhood Keeper.  Any use restrictions for Dragos Products shall also apply to the Neighborhood Keeper Technology.

5. OWNERSHIP.
You acknowledge that, as between Dragos and you, Dragos owns all worldwide right, title and interest in and to Neighborhood Keeper, Neighborhood Keeper Content, and Neighborhood Keeper including all modifications and derivative works thereof and all intellectual property rights therein and may share related data in any manner, including with the U.S. government. Dragos hereby reserves all rights not expressly granted hereunder. If you provide Dragos with comments, suggestions or feedback regarding Neighborhood Keeper you agree that Dragos will be free to use, disclose, reproduce, license or otherwise exploit such comments, suggestions or feedback as it sees fit, without obligation or restriction of any kind.

6. NEIGHBORHOOD KEEPER
a. No Personal, Sensitive or Customer-Identifiable data. The Neighborhood Keeper Technology does not collect, process, share, distribute, store or use any personal, sensitive or identifiable data from Participants. Pseudo-anonymization replaces identifying fields with a data record with one or more artificial identifiers (pseudonyms) and occurs onsite, before the data is transmitted to Neighborhood Keeper. As a result, the data can no longer be attributed to a specific data subject or participant.
b. Data Sharing. The data identified, generated, collected and shared through the Neighborhood Keeper program, including Neighborhood Keeper Content is owned by Dragos.  Participants are required to share Base Telemetry Data (identified in Section 3, below) in order to be eligible to participate in Neighborhood Keeper.
c. Targeted Disclosures. Each Neighborhood Keeper participant will receive analytic alerts relevant to its deployment. A participant will not receive specific alerts or outputs from other participants’ platforms (i.e., a participant will be made aware of threats in its environment but will not be able to see specific threats to other participants). Certain analytics in the Neighborhood Keeper may aggregate and summarize threat behavior across industry sector, technology vendor or asset type for distribution to all participants.

PARTICIPATION REQUIREMENTS
a. You must have a valid license to use the Dragos Platform in order to opt-in to Neighborhood Keeper.
b. You agree and represent that:
i. Participant will provide internet access to connect to the Neighborhood Keeper Technology, or Participant will use an offline method of data transfer to transmit data to Dragos at least once a month.
ii. Participant will transmit the Base Telemetry Data listed below:

I.  CommunicationsCache size
Device Connection
Text Message
II.  Platform MetricsCPU Usage
Disk Usage
Memory Usage
Platform Version
Service Status
III.  ContentAnalytical Call Summary
Analytical Operator Run
Analytic Triggered

8. DISCLAIMER.
NEIGHBORHOOD KEEPER, NEIGHBORHOOD KEEPER CONTENT, NEIGHBORHOOD KEEPER TECHNOLOGY AND ANY DRAGOS PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH NEIGHBORHOOD KEEPER ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. DRAGOS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DRAGOS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, AND NON-INFRINGEMENT WITH RESPECT TO NEIGHBORHOOD KEEPER. THERE IS NO WARRANTY THAT NEIGHBORHOOD KEEPER WILL BE ERROR FREE, OR THAT NEIGHBORHOOD KEEPER WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. DRAGOS DOES NOT WARRANT ANY THIRD PARTY PRODUCTS OR SERVICES. DRAGOS DOES NOT GUARANTEE OR WARRANT THAT NEIGHBORHOOD KEEPER WILL FIND, LOCATE, DISCOVER, PREVENT OR WARN OF, PARTICIPANT SYSTEM THREATS OR VULNERABILITIES, AND PARTICIPANT AND ITS AFFILIATES WILL NOT HOLD DRAGOS RESPONSIBLE FOR SAME.