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ENTERPRISE SUBSCRIPTION AGREEMENT
Effective Date: November 3, 2025
The prior version is available here.
Customer’s use of the Panther Platform will be governed by the Panther Enterprise Subscription Agreement displayed below.
PLEASE READ THIS PANTHER ENTERPRISE SUBSCRIPTION AGREEMENT (“ESA”) CAREFULLY. THIS ESA, TOGETHER WITH THE DOCUMENTS REFERENCED IN THIS ESA AND ANY ORDER FORM IS A BINDING CONTRACT FOR THE USE OF THE PANTHER PLATFORM.
IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS ESA THEN DO NOT ACCESS OR USE THE PANTHER PLATFROM.
This Panther Enterprise Subscription Agreement is entered into between Panther Labs Inc., a Delaware corporation, with offices at 440 North Barranca Avenue, Suite 8909, Covina, California 91723 (“Panther”) and the customer listed on the Order Form (“Customer”) and is effective as of the date of last signature of the Order Form (the “Effective Date”). Each of Panther and Customer may be referred as a “Party” or together, the “Parties”.
1. Agreement
1.1
Agreement. The “Agreement” is comprised of: (a) this ESA, (b) the documents referenced in this ESA, and (c) any Order Form that references this ESA.
1.1
Agreement. The “Agreement” is comprised of: (a) this ESA, (b) the documents referenced in this ESA, and (c) any Order Form that references this ESA.
1.1
Agreement. The “Agreement” is comprised of: (a) this ESA, (b) the documents referenced in this ESA, and (c) any Order Form that references this ESA.
1.1
Agreement. The “Agreement” is comprised of: (a) this ESA, (b) the documents referenced in this ESA, and (c) any Order Form that references this ESA.
1.2
Order Form. This ESA governs all Order Forms that reference this ESA. Each Order Form shall specify the type of Platform to be provided to Customer as well as any Platform use limitations. Order Forms must be executed by Panther and the Customer.
1.2
Order Form. This ESA governs all Order Forms that reference this ESA. Each Order Form shall specify the type of Platform to be provided to Customer as well as any Platform use limitations. Order Forms must be executed by Panther and the Customer.
1.2
Order Form. This ESA governs all Order Forms that reference this ESA. Each Order Form shall specify the type of Platform to be provided to Customer as well as any Platform use limitations. Order Forms must be executed by Panther and the Customer.
1.2
Order Form. This ESA governs all Order Forms that reference this ESA. Each Order Form shall specify the type of Platform to be provided to Customer as well as any Platform use limitations. Order Forms must be executed by Panther and the Customer.
1.3
Affiliates. Customer’s Affiliates may execute Order Forms with Panther referencing this ESA, provided that the Affiliate operates in a territory approved by Panther. Each such Order Form establishes a new and separate agreement between the Customer Affiliate signing the Order Form and Panther. All such Order Forms will be governed by the terms of this ESA and all references to “Customer” in this ESA shall mean the Customer Affiliate.
1.3
Affiliates. Customer’s Affiliates may execute Order Forms with Panther referencing this ESA, provided that the Affiliate operates in a territory approved by Panther. Each such Order Form establishes a new and separate agreement between the Customer Affiliate signing the Order Form and Panther. All such Order Forms will be governed by the terms of this ESA and all references to “Customer” in this ESA shall mean the Customer Affiliate.
1.3
Affiliates. Customer’s Affiliates may execute Order Forms with Panther referencing this ESA, provided that the Affiliate operates in a territory approved by Panther. Each such Order Form establishes a new and separate agreement between the Customer Affiliate signing the Order Form and Panther. All such Order Forms will be governed by the terms of this ESA and all references to “Customer” in this ESA shall mean the Customer Affiliate.
1.3
Affiliates. Customer’s Affiliates may execute Order Forms with Panther referencing this ESA, provided that the Affiliate operates in a territory approved by Panther. Each such Order Form establishes a new and separate agreement between the Customer Affiliate signing the Order Form and Panther. All such Order Forms will be governed by the terms of this ESA and all references to “Customer” in this ESA shall mean the Customer Affiliate.
Access; License Grants
2.1
Panther SaaS. If the Platform is Panther SaaS, then this Section 2.1 applies to the Parties.
2.1
Panther SaaS. If the Platform is Panther SaaS, then this Section 2.1 applies to the Parties.
2.1
Panther SaaS. If the Platform is Panther SaaS, then this Section 2.1 applies to the Parties.
2.1
Panther SaaS. If the Platform is Panther SaaS, then this Section 2.1 applies to the Parties.
(a)
Access. Subject to the terms of this Agreement, during the Subscription Term Panther will provide access to the Panther SaaS according to the Documentation for Customer’s Environment.
(a)
Access. Subject to the terms of this Agreement, during the Subscription Term Panther will provide access to the Panther SaaS according to the Documentation for Customer’s Environment.
(a)
Access. Subject to the terms of this Agreement, during the Subscription Term Panther will provide access to the Panther SaaS according to the Documentation for Customer’s Environment.
(a)
Access. Subject to the terms of this Agreement, during the Subscription Term Panther will provide access to the Panther SaaS according to the Documentation for Customer’s Environment.
(b)
Panther SaaS SLA. During the Subscription Term, Panther will make the Panther SaaS available according to the service levels described at panther.com/sla, Section 2 (the “SaaS SLA”).
(b)
Panther SaaS SLA. During the Subscription Term, Panther will make the Panther SaaS available according to the service levels described at panther.com/sla, Section 2 (the “SaaS SLA”).
(b)
Panther SaaS SLA. During the Subscription Term, Panther will make the Panther SaaS available according to the service levels described at panther.com/sla, Section 2 (the “SaaS SLA”).
(b)
Panther SaaS SLA. During the Subscription Term, Panther will make the Panther SaaS available according to the service levels described at panther.com/sla, Section 2 (the “SaaS SLA”).
(c)
Panther SaaS Improvements. Panther continually strives to improve the Panther SaaS and reserves the right to improve or modify the Panther SaaS in any manner and at any time, including during the Subscription Term, at Panther’s sole discretion (in which case Panther may update the applicable Documentation accordingly); provided however that such improvements and modifications will not materially reduce the functionality of the Panther SaaS.
(c)
Panther SaaS Improvements. Panther continually strives to improve the Panther SaaS and reserves the right to improve or modify the Panther SaaS in any manner and at any time, including during the Subscription Term, at Panther’s sole discretion (in which case Panther may update the applicable Documentation accordingly); provided however that such improvements and modifications will not materially reduce the functionality of the Panther SaaS.
(c)
Panther SaaS Improvements. Panther continually strives to improve the Panther SaaS and reserves the right to improve or modify the Panther SaaS in any manner and at any time, including during the Subscription Term, at Panther’s sole discretion (in which case Panther may update the applicable Documentation accordingly); provided however that such improvements and modifications will not materially reduce the functionality of the Panther SaaS.
(c)
Panther SaaS Improvements. Panther continually strives to improve the Panther SaaS and reserves the right to improve or modify the Panther SaaS in any manner and at any time, including during the Subscription Term, at Panther’s sole discretion (in which case Panther may update the applicable Documentation accordingly); provided however that such improvements and modifications will not materially reduce the functionality of the Panther SaaS.
2.2
Cloud Connected License Grant; Panther Access. If the Platform is Cloud Connected, then this Section 2.2 applies to the Parties.
2.2
Cloud Connected License Grant; Panther Access. If the Platform is Cloud Connected, then this Section 2.2 applies to the Parties.
2.2
Cloud Connected License Grant; Panther Access. If the Platform is Cloud Connected, then this Section 2.2 applies to the Parties.
2.2
Cloud Connected License Grant; Panther Access. If the Platform is Cloud Connected, then this Section 2.2 applies to the Parties.
(a)
Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to install, deploy, display and use Cloud Connected for Customer’s Environment. Cloud Connected shall be delivered to Customer only electronically.
(a)
Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to install, deploy, display and use Cloud Connected for Customer’s Environment. Cloud Connected shall be delivered to Customer only electronically.
(a)
Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to install, deploy, display and use Cloud Connected for Customer’s Environment. Cloud Connected shall be delivered to Customer only electronically.
(a)
Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to install, deploy, display and use Cloud Connected for Customer’s Environment. Cloud Connected shall be delivered to Customer only electronically.
(b)
Customer shall create a unique AWS and/or Snowflake environment in which the Cloud Connected Platform is implemented. Customer shall give Panther sufficient access to Customer’s allocated AWS and/or Snowflake environments in order to provide Support Services and Professional Services to Customer.
(b)
Customer shall create a unique AWS and/or Snowflake environment in which the Cloud Connected Platform is implemented. Customer shall give Panther sufficient access to Customer’s allocated AWS and/or Snowflake environments in order to provide Support Services and Professional Services to Customer.
(b)
Customer shall create a unique AWS and/or Snowflake environment in which the Cloud Connected Platform is implemented. Customer shall give Panther sufficient access to Customer’s allocated AWS and/or Snowflake environments in order to provide Support Services and Professional Services to Customer.
(b)
Customer shall create a unique AWS and/or Snowflake environment in which the Cloud Connected Platform is implemented. Customer shall give Panther sufficient access to Customer’s allocated AWS and/or Snowflake environments in order to provide Support Services and Professional Services to Customer.
2.3
Documentation License Grant. Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to reproduce and use the Documentation for Customer’s internal business purposes. Customer may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Subscription Term, provided that Customer also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Documentation. The Documentation shall be delivered to Customer only electronically.
2.3
Documentation License Grant. Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to reproduce and use the Documentation for Customer’s internal business purposes. Customer may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Subscription Term, provided that Customer also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Documentation. The Documentation shall be delivered to Customer only electronically.
2.3
Documentation License Grant. Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to reproduce and use the Documentation for Customer’s internal business purposes. Customer may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Subscription Term, provided that Customer also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Documentation. The Documentation shall be delivered to Customer only electronically.
2.3
Documentation License Grant. Subject to the terms of this Agreement, Panther hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to reproduce and use the Documentation for Customer’s internal business purposes. Customer may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Subscription Term, provided that Customer also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Documentation. The Documentation shall be delivered to Customer only electronically.
2.4
Proof of Concept Evaluation. If Panther and Customer execute a statement of work for a proof of concept of Platform (“POC”), then Panther will provide Customer with access to the Platform during a POC period described in the POC statement of work, solely for the purpose of assessing the functionality and performance of the Platform in Customer’s Environment. The POC is offered free of charge. Section 2.1(b) (SaaS SLA), Section 3 (Support Services) and Section 10.3 (Panther Warranties) do not apply during the POC period.
2.4
Proof of Concept Evaluation. If Panther and Customer execute a statement of work for a proof of concept of Platform (“POC”), then Panther will provide Customer with access to the Platform during a POC period described in the POC statement of work, solely for the purpose of assessing the functionality and performance of the Platform in Customer’s Environment. The POC is offered free of charge. Section 2.1(b) (SaaS SLA), Section 3 (Support Services) and Section 10.3 (Panther Warranties) do not apply during the POC period.
2.4
Proof of Concept Evaluation. If Panther and Customer execute a statement of work for a proof of concept of Platform (“POC”), then Panther will provide Customer with access to the Platform during a POC period described in the POC statement of work, solely for the purpose of assessing the functionality and performance of the Platform in Customer’s Environment. The POC is offered free of charge. Section 2.1(b) (SaaS SLA), Section 3 (Support Services) and Section 10.3 (Panther Warranties) do not apply during the POC period.
2.4
Proof of Concept Evaluation. If Panther and Customer execute a statement of work for a proof of concept of Platform (“POC”), then Panther will provide Customer with access to the Platform during a POC period described in the POC statement of work, solely for the purpose of assessing the functionality and performance of the Platform in Customer’s Environment. The POC is offered free of charge. Section 2.1(b) (SaaS SLA), Section 3 (Support Services) and Section 10.3 (Panther Warranties) do not apply during the POC period.
2.5
Limitations. Customer shall use the Platform only according to the Documentation and this Agreement. Customer is responsible for each User’s compliance with this Agreement.
2.5
Limitations. Customer shall use the Platform only according to the Documentation and this Agreement. Customer is responsible for each User’s compliance with this Agreement.
2.5
Limitations. Customer shall use the Platform only according to the Documentation and this Agreement. Customer is responsible for each User’s compliance with this Agreement.
2.5
Limitations. Customer shall use the Platform only according to the Documentation and this Agreement. Customer is responsible for each User’s compliance with this Agreement.
2.6
Restrictions. Customer shall not, directly or indirectly:
2.6
Restrictions. Customer shall not, directly or indirectly:
2.6
Restrictions. Customer shall not, directly or indirectly:
2.6
Restrictions. Customer shall not, directly or indirectly:
(a)
enable any person or entity other than Users to access the Platform;
(a)
enable any person or entity other than Users to access the Platform;
(a)
enable any person or entity other than Users to access the Platform;
(a)
enable any person or entity other than Users to access the Platform;
(b)
license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit or provide access to the Platform or Documentation to any third party;
(b)
license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit or provide access to the Platform or Documentation to any third party;
(b)
license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit or provide access to the Platform or Documentation to any third party;
(b)
license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit or provide access to the Platform or Documentation to any third party;
(c)
copy, modify, or create any derivative work based on the Platform or any portion of the Platform;
(c)
copy, modify, or create any derivative work based on the Platform or any portion of the Platform;
(c)
copy, modify, or create any derivative work based on the Platform or any portion of the Platform;
(c)
copy, modify, or create any derivative work based on the Platform or any portion of the Platform;
(d)
except to the extent limited by applicable law, reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Platform;
(d)
except to the extent limited by applicable law, reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Platform;
(d)
except to the extent limited by applicable law, reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Platform;
(d)
except to the extent limited by applicable law, reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Platform;
(e)
conduct any stress testing on the Platform or disclose any benchmark or performance tests of the Platform;
(e)
conduct any stress testing on the Platform or disclose any benchmark or performance tests of the Platform;
(e)
conduct any stress testing on the Platform or disclose any benchmark or performance tests of the Platform;
(e)
conduct any stress testing on the Platform or disclose any benchmark or performance tests of the Platform;
(f)
probe, scan or attempt to penetrate or ascertain the security of the Platform;
(f)
probe, scan or attempt to penetrate or ascertain the security of the Platform;
(f)
probe, scan or attempt to penetrate or ascertain the security of the Platform;
(f)
probe, scan or attempt to penetrate or ascertain the security of the Platform;
(g)
access or use the Platform or Documentation for the purpose of competing, or permitting others to compete, with Panther, including performing competitive analysis; or
(g)
access or use the Platform or Documentation for the purpose of competing, or permitting others to compete, with Panther, including performing competitive analysis; or
(g)
access or use the Platform or Documentation for the purpose of competing, or permitting others to compete, with Panther, including performing competitive analysis; or
(g)
access or use the Platform or Documentation for the purpose of competing, or permitting others to compete, with Panther, including performing competitive analysis; or
(h)
remove or obscure any proprietary or other notices contained in the Platform or Documentation.
(h)
remove or obscure any proprietary or other notices contained in the Platform or Documentation.
(h)
remove or obscure any proprietary or other notices contained in the Platform or Documentation.
(h)
remove or obscure any proprietary or other notices contained in the Platform or Documentation.
2.7
Panther AI. Panther AI leverages AI Technology. If Customer deploys Panther AI then this Section 2.7 applies to the Parties.
2.7
Panther AI. Panther AI leverages AI Technology. If Customer deploys Panther AI then this Section 2.7 applies to the Parties.
2.7
Panther AI. Panther AI leverages AI Technology. If Customer deploys Panther AI then this Section 2.7 applies to the Parties.
2.7
Panther AI. Panther AI leverages AI Technology. If Customer deploys Panther AI then this Section 2.7 applies to the Parties.
(a)
Definitions.
“AI Input” means any query, submission or data input by Customer into Panther AI.
"AI Output” means the responses, feedback and outputs generated by Panther AI and provided to Customer.
“AI Technology” means third party generative artificial intelligence technology, including large language models provided through Amazon Bedrock.
(a)
Definitions.
“AI Input” means any query, submission or data input by Customer into Panther AI.
"AI Output” means the responses, feedback and outputs generated by Panther AI and provided to Customer.
“AI Technology” means third party generative artificial intelligence technology, including large language models provided through Amazon Bedrock.
(a)
Definitions.
“AI Input” means any query, submission or data input by Customer into Panther AI.
"AI Output” means the responses, feedback and outputs generated by Panther AI and provided to Customer.
“AI Technology” means third party generative artificial intelligence technology, including large language models provided through Amazon Bedrock.
(a)
Definitions.
“AI Input” means any query, submission or data input by Customer into Panther AI.
"AI Output” means the responses, feedback and outputs generated by Panther AI and provided to Customer.
“AI Technology” means third party generative artificial intelligence technology, including large language models provided through Amazon Bedrock.
(b)
AI Output is provided ‘as is’ with no warranty express or implied. Panther does not conduct any human review of AI Output. Customer shall conduct independent, human review and evaluation of the accuracy of AI Output, and shall not rely on Panther to do so. Customer shall not use AI Inputs or Panther AI to conduct illegal activities. Customer shall ensure that its use of Panther AI is in compliance with all applicable laws including, but not limited to, applicable data privacy laws.
(b)
AI Output is provided ‘as is’ with no warranty express or implied. Panther does not conduct any human review of AI Output. Customer shall conduct independent, human review and evaluation of the accuracy of AI Output, and shall not rely on Panther to do so. Customer shall not use AI Inputs or Panther AI to conduct illegal activities. Customer shall ensure that its use of Panther AI is in compliance with all applicable laws including, but not limited to, applicable data privacy laws.
(b)
AI Output is provided ‘as is’ with no warranty express or implied. Panther does not conduct any human review of AI Output. Customer shall conduct independent, human review and evaluation of the accuracy of AI Output, and shall not rely on Panther to do so. Customer shall not use AI Inputs or Panther AI to conduct illegal activities. Customer shall ensure that its use of Panther AI is in compliance with all applicable laws including, but not limited to, applicable data privacy laws.
(b)
AI Output is provided ‘as is’ with no warranty express or implied. Panther does not conduct any human review of AI Output. Customer shall conduct independent, human review and evaluation of the accuracy of AI Output, and shall not rely on Panther to do so. Customer shall not use AI Inputs or Panther AI to conduct illegal activities. Customer shall ensure that its use of Panther AI is in compliance with all applicable laws including, but not limited to, applicable data privacy laws.
(c)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(c)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(c)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(c)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(d)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(d)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(d)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
(d)
Panther will not, and will not permit any third party to, use any AI Input, AI Output, or other Customer Data or Customer Confidential Information to train or otherwise improve any AI Technology.
2.8
Compliance with Law. Panther will provide the Platform in compliance with all laws applicable to the provision of such services to its customers generally. Customer shall ensure that its use of Platform is in compliance with all laws applicable to the use of the Platform, including, but not limited to, applicable data privacy laws.
2.8
Compliance with Law. Panther will provide the Platform in compliance with all laws applicable to the provision of such services to its customers generally. Customer shall ensure that its use of Platform is in compliance with all laws applicable to the use of the Platform, including, but not limited to, applicable data privacy laws.
2.8
Compliance with Law. Panther will provide the Platform in compliance with all laws applicable to the provision of such services to its customers generally. Customer shall ensure that its use of Platform is in compliance with all laws applicable to the use of the Platform, including, but not limited to, applicable data privacy laws.
2.8
Compliance with Law. Panther will provide the Platform in compliance with all laws applicable to the provision of such services to its customers generally. Customer shall ensure that its use of Platform is in compliance with all laws applicable to the use of the Platform, including, but not limited to, applicable data privacy laws.
Support Services.
3.1
Generally. During the Subscription Term, Panther will provide Customer’s Users with informational and technical support concerning use of the Platform in accordance with the support services described at panther.com/sla, Section 1 (the “Support Services”).
3.1
Generally. During the Subscription Term, Panther will provide Customer’s Users with informational and technical support concerning use of the Platform in accordance with the support services described at panther.com/sla, Section 1 (the “Support Services”).
3.1
Generally. During the Subscription Term, Panther will provide Customer’s Users with informational and technical support concerning use of the Platform in accordance with the support services described at panther.com/sla, Section 1 (the “Support Services”).
3.1
Generally. During the Subscription Term, Panther will provide Customer’s Users with informational and technical support concerning use of the Platform in accordance with the support services described at panther.com/sla, Section 1 (the “Support Services”).
3.2
Cloud Connected. In order for Panther to provide Support Services for Cloud Connected, Customer will provide Panther with sufficient access to Customer’s Environment and Customer Data, including access to Customer’s relevant AWS and Snowflake instances, so that Panther is able to create a user account within such instances solely for the purpose of providing Support Services. Panther is not obligated to provide Support Services if Customer limits or removes the necessary access to Customer’s Environment.
3.2
Cloud Connected. In order for Panther to provide Support Services for Cloud Connected, Customer will provide Panther with sufficient access to Customer’s Environment and Customer Data, including access to Customer’s relevant AWS and Snowflake instances, so that Panther is able to create a user account within such instances solely for the purpose of providing Support Services. Panther is not obligated to provide Support Services if Customer limits or removes the necessary access to Customer’s Environment.
3.2
Cloud Connected. In order for Panther to provide Support Services for Cloud Connected, Customer will provide Panther with sufficient access to Customer’s Environment and Customer Data, including access to Customer’s relevant AWS and Snowflake instances, so that Panther is able to create a user account within such instances solely for the purpose of providing Support Services. Panther is not obligated to provide Support Services if Customer limits or removes the necessary access to Customer’s Environment.
3.2
Cloud Connected. In order for Panther to provide Support Services for Cloud Connected, Customer will provide Panther with sufficient access to Customer’s Environment and Customer Data, including access to Customer’s relevant AWS and Snowflake instances, so that Panther is able to create a user account within such instances solely for the purpose of providing Support Services. Panther is not obligated to provide Support Services if Customer limits or removes the necessary access to Customer’s Environment.
Professional Services. Panther will provide (a) the onboarding and implementation professional services listed in the Order Form, if purchased by Customer and (b) other professional services described in a statement of work signed by the Parties and referencing this Agreement (collectively, the “Professional Services”). Customer will provide reasonable and timely cooperation in connection with the Panther’s provision of Professional Services. If the Professional Services involve the development of work product for Customer then this work product and related ownership rights will be described in the statement of work.
Data Security and Data Privacy.
5.1
Panther Security and Internal Controls.
5.1
Panther Security and Internal Controls.
5.1
Panther Security and Internal Controls.
5.1
Panther Security and Internal Controls.
(a)
Security Framework. Panther has and shall maintain a security framework of policies, procedures, and controls that includes industry standard administrative, physical, and technical safeguards for protection of the security and integrity of the Platform and Panther’s internal computer environment. This security framework shall be consistent with the requirements at panther.com/security-annex as well as with prevailing industry practices and standards.
(a)
Security Framework. Panther has and shall maintain a security framework of policies, procedures, and controls that includes industry standard administrative, physical, and technical safeguards for protection of the security and integrity of the Platform and Panther’s internal computer environment. This security framework shall be consistent with the requirements at panther.com/security-annex as well as with prevailing industry practices and standards.
(a)
Security Framework. Panther has and shall maintain a security framework of policies, procedures, and controls that includes industry standard administrative, physical, and technical safeguards for protection of the security and integrity of the Platform and Panther’s internal computer environment. This security framework shall be consistent with the requirements at panther.com/security-annex as well as with prevailing industry practices and standards.
(a)
Security Framework. Panther has and shall maintain a security framework of policies, procedures, and controls that includes industry standard administrative, physical, and technical safeguards for protection of the security and integrity of the Platform and Panther’s internal computer environment. This security framework shall be consistent with the requirements at panther.com/security-annex as well as with prevailing industry practices and standards.
(b)
Customer’s Environment. Panther has no control over, and no liability for, the security framework of Customer’s Environment.
(b)
Customer’s Environment. Panther has no control over, and no liability for, the security framework of Customer’s Environment.
(b)
Customer’s Environment. Panther has no control over, and no liability for, the security framework of Customer’s Environment.
(b)
Customer’s Environment. Panther has no control over, and no liability for, the security framework of Customer’s Environment.
5.2
Panther Security Incident Response. Panther will notify Customer without undue delay, and in any event within forty-eight (48) hours, after determining a Security Incident has occurred. Panther will take all actions related to its security measures that it deems necessary and advisable to identify the cause of the Security Incident, minimize harm and prevent a recurrence. In addition, Panther will promptly: (a) provide Customer with information in Panther’s possession concerning the Security Incident such as the possible cause and the type of Customer Data impacted, (b) provide Customer with a description of Panther’s remediation efforts, and (c) cooperate with Customer in any notification to government authorities. Panther’s obligation to report or respond to a Security Incident is not and will not be construed as an acknowledgement by Panther of any fault or liability of Panther with respect to the incident.
5.2
Panther Security Incident Response. Panther will notify Customer without undue delay, and in any event within forty-eight (48) hours, after determining a Security Incident has occurred. Panther will take all actions related to its security measures that it deems necessary and advisable to identify the cause of the Security Incident, minimize harm and prevent a recurrence. In addition, Panther will promptly: (a) provide Customer with information in Panther’s possession concerning the Security Incident such as the possible cause and the type of Customer Data impacted, (b) provide Customer with a description of Panther’s remediation efforts, and (c) cooperate with Customer in any notification to government authorities. Panther’s obligation to report or respond to a Security Incident is not and will not be construed as an acknowledgement by Panther of any fault or liability of Panther with respect to the incident.
5.2
Panther Security Incident Response. Panther will notify Customer without undue delay, and in any event within forty-eight (48) hours, after determining a Security Incident has occurred. Panther will take all actions related to its security measures that it deems necessary and advisable to identify the cause of the Security Incident, minimize harm and prevent a recurrence. In addition, Panther will promptly: (a) provide Customer with information in Panther’s possession concerning the Security Incident such as the possible cause and the type of Customer Data impacted, (b) provide Customer with a description of Panther’s remediation efforts, and (c) cooperate with Customer in any notification to government authorities. Panther’s obligation to report or respond to a Security Incident is not and will not be construed as an acknowledgement by Panther of any fault or liability of Panther with respect to the incident.
5.2
Panther Security Incident Response. Panther will notify Customer without undue delay, and in any event within forty-eight (48) hours, after determining a Security Incident has occurred. Panther will take all actions related to its security measures that it deems necessary and advisable to identify the cause of the Security Incident, minimize harm and prevent a recurrence. In addition, Panther will promptly: (a) provide Customer with information in Panther’s possession concerning the Security Incident such as the possible cause and the type of Customer Data impacted, (b) provide Customer with a description of Panther’s remediation efforts, and (c) cooperate with Customer in any notification to government authorities. Panther’s obligation to report or respond to a Security Incident is not and will not be construed as an acknowledgement by Panther of any fault or liability of Panther with respect to the incident.
5.3
Cloud Connected. If the Platform is Cloud Connected then this Section 5.3 applies to Customer. Access by Panther to Customer Data is controlled by Customer. Customer shall ensure that it restricts Panther’s access to only that Customer Data which Panther needs to know to provide Support Services and Professional Services.
5.3
Cloud Connected. If the Platform is Cloud Connected then this Section 5.3 applies to Customer. Access by Panther to Customer Data is controlled by Customer. Customer shall ensure that it restricts Panther’s access to only that Customer Data which Panther needs to know to provide Support Services and Professional Services.
5.3
Cloud Connected. If the Platform is Cloud Connected then this Section 5.3 applies to Customer. Access by Panther to Customer Data is controlled by Customer. Customer shall ensure that it restricts Panther’s access to only that Customer Data which Panther needs to know to provide Support Services and Professional Services.
5.3
Cloud Connected. If the Platform is Cloud Connected then this Section 5.3 applies to Customer. Access by Panther to Customer Data is controlled by Customer. Customer shall ensure that it restricts Panther’s access to only that Customer Data which Panther needs to know to provide Support Services and Professional Services.
5.4
Personal Data Protection. If Customer provides Personal Data to Panther under this Agreement, then Panther shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the data subject resides including, to the extent applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (“CCPA”), the European Union General Data Protection Regulation 2016/679 (“GDPR”) and the United Kingdom General Data Protection Regulation and the United Kingdom Data Protection Act of 2018 (“UK Data Protection Laws”). Panther and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Customer Personal Data for any purpose, other than the express purpose of meeting its obligations under this Agreement. Panther acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Customer under this Agreement. Customer is solely responsible for obtaining any required consents from and providing required notices to persons whose Personal Data is included in Customer Data.
5.4
Personal Data Protection. If Customer provides Personal Data to Panther under this Agreement, then Panther shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the data subject resides including, to the extent applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (“CCPA”), the European Union General Data Protection Regulation 2016/679 (“GDPR”) and the United Kingdom General Data Protection Regulation and the United Kingdom Data Protection Act of 2018 (“UK Data Protection Laws”). Panther and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Customer Personal Data for any purpose, other than the express purpose of meeting its obligations under this Agreement. Panther acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Customer under this Agreement. Customer is solely responsible for obtaining any required consents from and providing required notices to persons whose Personal Data is included in Customer Data.
5.4
Personal Data Protection. If Customer provides Personal Data to Panther under this Agreement, then Panther shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the data subject resides including, to the extent applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (“CCPA”), the European Union General Data Protection Regulation 2016/679 (“GDPR”) and the United Kingdom General Data Protection Regulation and the United Kingdom Data Protection Act of 2018 (“UK Data Protection Laws”). Panther and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Customer Personal Data for any purpose, other than the express purpose of meeting its obligations under this Agreement. Panther acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Customer under this Agreement. Customer is solely responsible for obtaining any required consents from and providing required notices to persons whose Personal Data is included in Customer Data.
5.4
Personal Data Protection. If Customer provides Personal Data to Panther under this Agreement, then Panther shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the data subject resides including, to the extent applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (“CCPA”), the European Union General Data Protection Regulation 2016/679 (“GDPR”) and the United Kingdom General Data Protection Regulation and the United Kingdom Data Protection Act of 2018 (“UK Data Protection Laws”). Panther and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Customer Personal Data for any purpose, other than the express purpose of meeting its obligations under this Agreement. Panther acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Customer under this Agreement. Customer is solely responsible for obtaining any required consents from and providing required notices to persons whose Personal Data is included in Customer Data.
Fees and Payments
6.1
Fee. In exchange for the right to access and use the Platform and receive the Support Services and Professional Services, Customer agrees to pay the amounts specified in this Agreement and the Order Form (the “Fee”). The Fee does not include taxes and Customer shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Panther’s net income. The Fee is based on the Platform licensed, regardless of non-usage of the Platform. Payment obligations are non-cancelable and fees paid are non-refundable except as explicitly provided in this Agreement.
6.1
Fee. In exchange for the right to access and use the Platform and receive the Support Services and Professional Services, Customer agrees to pay the amounts specified in this Agreement and the Order Form (the “Fee”). The Fee does not include taxes and Customer shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Panther’s net income. The Fee is based on the Platform licensed, regardless of non-usage of the Platform. Payment obligations are non-cancelable and fees paid are non-refundable except as explicitly provided in this Agreement.
6.1
Fee. In exchange for the right to access and use the Platform and receive the Support Services and Professional Services, Customer agrees to pay the amounts specified in this Agreement and the Order Form (the “Fee”). The Fee does not include taxes and Customer shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Panther’s net income. The Fee is based on the Platform licensed, regardless of non-usage of the Platform. Payment obligations are non-cancelable and fees paid are non-refundable except as explicitly provided in this Agreement.
6.1
Fee. In exchange for the right to access and use the Platform and receive the Support Services and Professional Services, Customer agrees to pay the amounts specified in this Agreement and the Order Form (the “Fee”). The Fee does not include taxes and Customer shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Panther’s net income. The Fee is based on the Platform licensed, regardless of non-usage of the Platform. Payment obligations are non-cancelable and fees paid are non-refundable except as explicitly provided in this Agreement.
6.2
Panther SaaS Permitted Maximum; Overages. If the Platform is Panther SaaS then this Section 6.2 applies to the Parties.
6.2
Panther SaaS Permitted Maximum; Overages. If the Platform is Panther SaaS then this Section 6.2 applies to the Parties.
6.2
Panther SaaS Permitted Maximum; Overages. If the Platform is Panther SaaS then this Section 6.2 applies to the Parties.
6.2
Panther SaaS Permitted Maximum; Overages. If the Platform is Panther SaaS then this Section 6.2 applies to the Parties.
(a)
Permitted Maximum. The Fee for Panther SaaS is based on an estimate stated on the Order Form of the maximum quantity of Customer Data (measured in terabytes) that will be stored and processed by the Platform during a specific period (the “Permitted Maximum”). Customer is responsible to ensure that its actual quantity of Customer Data provided to Panther SaaS does not exceed the Permitted Maximum. The Parties will continuously monitor usage during the Subscription Term. Panther will make commercially reasonable efforts to notify Customer when it appears that Customer may exceed the Permitted Maximum. As the Customer’s actual quantity of Customer Data processed approaches the Permitted Maximum, the Parties shall discuss options for continued use. Panther will provide Customer with a monthly report, documenting the Customer’s actual quantity of Customer Data processed for the previous month and showing Customer’s total usage against the Permitted Maximum.
(a)
Permitted Maximum. The Fee for Panther SaaS is based on an estimate stated on the Order Form of the maximum quantity of Customer Data (measured in terabytes) that will be stored and processed by the Platform during a specific period (the “Permitted Maximum”). Customer is responsible to ensure that its actual quantity of Customer Data provided to Panther SaaS does not exceed the Permitted Maximum. The Parties will continuously monitor usage during the Subscription Term. Panther will make commercially reasonable efforts to notify Customer when it appears that Customer may exceed the Permitted Maximum. As the Customer’s actual quantity of Customer Data processed approaches the Permitted Maximum, the Parties shall discuss options for continued use. Panther will provide Customer with a monthly report, documenting the Customer’s actual quantity of Customer Data processed for the previous month and showing Customer’s total usage against the Permitted Maximum.
(a)
Permitted Maximum. The Fee for Panther SaaS is based on an estimate stated on the Order Form of the maximum quantity of Customer Data (measured in terabytes) that will be stored and processed by the Platform during a specific period (the “Permitted Maximum”). Customer is responsible to ensure that its actual quantity of Customer Data provided to Panther SaaS does not exceed the Permitted Maximum. The Parties will continuously monitor usage during the Subscription Term. Panther will make commercially reasonable efforts to notify Customer when it appears that Customer may exceed the Permitted Maximum. As the Customer’s actual quantity of Customer Data processed approaches the Permitted Maximum, the Parties shall discuss options for continued use. Panther will provide Customer with a monthly report, documenting the Customer’s actual quantity of Customer Data processed for the previous month and showing Customer’s total usage against the Permitted Maximum.
(a)
Permitted Maximum. The Fee for Panther SaaS is based on an estimate stated on the Order Form of the maximum quantity of Customer Data (measured in terabytes) that will be stored and processed by the Platform during a specific period (the “Permitted Maximum”). Customer is responsible to ensure that its actual quantity of Customer Data provided to Panther SaaS does not exceed the Permitted Maximum. The Parties will continuously monitor usage during the Subscription Term. Panther will make commercially reasonable efforts to notify Customer when it appears that Customer may exceed the Permitted Maximum. As the Customer’s actual quantity of Customer Data processed approaches the Permitted Maximum, the Parties shall discuss options for continued use. Panther will provide Customer with a monthly report, documenting the Customer’s actual quantity of Customer Data processed for the previous month and showing Customer’s total usage against the Permitted Maximum.
(b)
Overages. An “Overage” means usage by Customer that exceeds the Permitted Maximum. If an Overage is identified by Panther then Panther will notify Customer of the Overage. In this case the parties will work together to resolve the Overage. If Overages occur repeatedly then Customer: (i) may be required to pay Panther a true up fee for the costs to store and process Customer Data with Panther’s subprocessors due to the Overage or (ii) may be required to upgrade to the next pricing tier level.
(b)
Overages. An “Overage” means usage by Customer that exceeds the Permitted Maximum. If an Overage is identified by Panther then Panther will notify Customer of the Overage. In this case the parties will work together to resolve the Overage. If Overages occur repeatedly then Customer: (i) may be required to pay Panther a true up fee for the costs to store and process Customer Data with Panther’s subprocessors due to the Overage or (ii) may be required to upgrade to the next pricing tier level.
(b)
Overages. An “Overage” means usage by Customer that exceeds the Permitted Maximum. If an Overage is identified by Panther then Panther will notify Customer of the Overage. In this case the parties will work together to resolve the Overage. If Overages occur repeatedly then Customer: (i) may be required to pay Panther a true up fee for the costs to store and process Customer Data with Panther’s subprocessors due to the Overage or (ii) may be required to upgrade to the next pricing tier level.
(b)
Overages. An “Overage” means usage by Customer that exceeds the Permitted Maximum. If an Overage is identified by Panther then Panther will notify Customer of the Overage. In this case the parties will work together to resolve the Overage. If Overages occur repeatedly then Customer: (i) may be required to pay Panther a true up fee for the costs to store and process Customer Data with Panther’s subprocessors due to the Overage or (ii) may be required to upgrade to the next pricing tier level.
(c)
Underages; Credits
(c)
Underages; Credits
(c)
Underages; Credits
(c)
Underages; Credits
(i) If, after the first year of the Subscription Term of a multi-year Order Form, Customer has not processed the estimated Permitted Maximum for the first year, Panther will issue a credit to Customer for the unused portion of the Permitted Maximum for the remainder of the Subscription Term.
(ii) In addition, if a Subscription Term has expired then a renewing Customer that has used less than 90% of the Permitted Maximum will be eligible to apply to its next renewal a credit equal to the unused portion of the Permitted Maximum, provided that Panther has no obligation to provide any credits if the renewing Customer purchases a different Platform or reduces its prior Permitted Maximum.
(i) If, after the first year of the Subscription Term of a multi-year Order Form, Customer has not processed the estimated Permitted Maximum for the first year, Panther will issue a credit to Customer for the unused portion of the Permitted Maximum for the remainder of the Subscription Term.
(ii) In addition, if a Subscription Term has expired then a renewing Customer that has used less than 90% of the Permitted Maximum will be eligible to apply to its next renewal a credit equal to the unused portion of the Permitted Maximum, provided that Panther has no obligation to provide any credits if the renewing Customer purchases a different Platform or reduces its prior Permitted Maximum.
(i) If, after the first year of the Subscription Term of a multi-year Order Form, Customer has not processed the estimated Permitted Maximum for the first year, Panther will issue a credit to Customer for the unused portion of the Permitted Maximum for the remainder of the Subscription Term.
(ii) In addition, if a Subscription Term has expired then a renewing Customer that has used less than 90% of the Permitted Maximum will be eligible to apply to its next renewal a credit equal to the unused portion of the Permitted Maximum, provided that Panther has no obligation to provide any credits if the renewing Customer purchases a different Platform or reduces its prior Permitted Maximum.
(i) If, after the first year of the Subscription Term of a multi-year Order Form, Customer has not processed the estimated Permitted Maximum for the first year, Panther will issue a credit to Customer for the unused portion of the Permitted Maximum for the remainder of the Subscription Term.
(ii) In addition, if a Subscription Term has expired then a renewing Customer that has used less than 90% of the Permitted Maximum will be eligible to apply to its next renewal a credit equal to the unused portion of the Permitted Maximum, provided that Panther has no obligation to provide any credits if the renewing Customer purchases a different Platform or reduces its prior Permitted Maximum.
6.3
Invoicing and Payment; Overages; Late Payment.
6.3
Invoicing and Payment; Overages; Late Payment.
6.3
Invoicing and Payment; Overages; Late Payment.
6.3
Invoicing and Payment; Overages; Late Payment.
(a)
Invoicing and Payment. Unless otherwise specified in an Order Form, the Fee is payable annually in advance for the Initial Subscription Term and any Renewal Subscription Term. All invoices are payable net thirty (30) from the date of invoice in United States Dollars. All amounts payable under the Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
(a)
Invoicing and Payment. Unless otherwise specified in an Order Form, the Fee is payable annually in advance for the Initial Subscription Term and any Renewal Subscription Term. All invoices are payable net thirty (30) from the date of invoice in United States Dollars. All amounts payable under the Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
(a)
Invoicing and Payment. Unless otherwise specified in an Order Form, the Fee is payable annually in advance for the Initial Subscription Term and any Renewal Subscription Term. All invoices are payable net thirty (30) from the date of invoice in United States Dollars. All amounts payable under the Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
(a)
Invoicing and Payment. Unless otherwise specified in an Order Form, the Fee is payable annually in advance for the Initial Subscription Term and any Renewal Subscription Term. All invoices are payable net thirty (30) from the date of invoice in United States Dollars. All amounts payable under the Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
(b)
Overages. Panther will invoice Customer for Overages, if any, annually in arrears.
(b)
Overages. Panther will invoice Customer for Overages, if any, annually in arrears.
(b)
Overages. Panther will invoice Customer for Overages, if any, annually in arrears.
(b)
Overages. Panther will invoice Customer for Overages, if any, annually in arrears.
(c)
Late payment. If Customer fails to pay any amounts due under the Agreement by the due date, in addition to any other rights or remedies it may have under the Agreement or by matter of law: (i) Panther reserves the right to suspend the Platform upon thirty (30) days’ notice, until such amounts are paid in full, and (ii) Panther will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due.
(c)
Late payment. If Customer fails to pay any amounts due under the Agreement by the due date, in addition to any other rights or remedies it may have under the Agreement or by matter of law: (i) Panther reserves the right to suspend the Platform upon thirty (30) days’ notice, until such amounts are paid in full, and (ii) Panther will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due.
(c)
Late payment. If Customer fails to pay any amounts due under the Agreement by the due date, in addition to any other rights or remedies it may have under the Agreement or by matter of law: (i) Panther reserves the right to suspend the Platform upon thirty (30) days’ notice, until such amounts are paid in full, and (ii) Panther will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due.
(c)
Late payment. If Customer fails to pay any amounts due under the Agreement by the due date, in addition to any other rights or remedies it may have under the Agreement or by matter of law: (i) Panther reserves the right to suspend the Platform upon thirty (30) days’ notice, until such amounts are paid in full, and (ii) Panther will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due.
6.4
Payment Disputes. Customer must notify Panther of any invoice disputes within thirty (30) days of the date of the invoice and shall cooperate with Panther in good faith to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under the Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, all undisputed amounts must be paid in full when due.
6.4
Payment Disputes. Customer must notify Panther of any invoice disputes within thirty (30) days of the date of the invoice and shall cooperate with Panther in good faith to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under the Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, all undisputed amounts must be paid in full when due.
6.4
Payment Disputes. Customer must notify Panther of any invoice disputes within thirty (30) days of the date of the invoice and shall cooperate with Panther in good faith to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under the Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, all undisputed amounts must be paid in full when due.
6.4
Payment Disputes. Customer must notify Panther of any invoice disputes within thirty (30) days of the date of the invoice and shall cooperate with Panther in good faith to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under the Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, all undisputed amounts must be paid in full when due.
Customer Data
7.1
License Grant. Subject to the terms of the Agreement, Customer hereby grants to Panther a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to perform its obligations in accordance with the terms of the Agreement and the Documentation.
7.1
License Grant. Subject to the terms of the Agreement, Customer hereby grants to Panther a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to perform its obligations in accordance with the terms of the Agreement and the Documentation.
7.1
License Grant. Subject to the terms of the Agreement, Customer hereby grants to Panther a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to perform its obligations in accordance with the terms of the Agreement and the Documentation.
7.1
License Grant. Subject to the terms of the Agreement, Customer hereby grants to Panther a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to perform its obligations in accordance with the terms of the Agreement and the Documentation.
7.2
Usage Data. Notwithstanding anything to the contrary in the Agreement, Panther may collect and use Usage Data for Support Services purposes, security and operations management purposes, to create statistical analyses, and for research and development purposes. Panther may include Usage Data in its marketing materials and industry white papers.
7.2
Usage Data. Notwithstanding anything to the contrary in the Agreement, Panther may collect and use Usage Data for Support Services purposes, security and operations management purposes, to create statistical analyses, and for research and development purposes. Panther may include Usage Data in its marketing materials and industry white papers.
7.2
Usage Data. Notwithstanding anything to the contrary in the Agreement, Panther may collect and use Usage Data for Support Services purposes, security and operations management purposes, to create statistical analyses, and for research and development purposes. Panther may include Usage Data in its marketing materials and industry white papers.
7.2
Usage Data. Notwithstanding anything to the contrary in the Agreement, Panther may collect and use Usage Data for Support Services purposes, security and operations management purposes, to create statistical analyses, and for research and development purposes. Panther may include Usage Data in its marketing materials and industry white papers.
7.3
Customer Responsibilities. Customer has control over the types and amounts of Customer Data from Customer’s Environment that are submitted to the Platform. Customer shall not submit to the Platform any defense-related information that is controlled under the U.S. International Traffic in Arms Regulations. Customer has and shall maintain all rights as are required to allow Panther to access, use, and store Customer Data to provide the Platform to Customer as set forth in this Agreement. Customer is solely responsible for the accuracy, content and legality of all Customer Data.
7.3
Customer Responsibilities. Customer has control over the types and amounts of Customer Data from Customer’s Environment that are submitted to the Platform. Customer shall not submit to the Platform any defense-related information that is controlled under the U.S. International Traffic in Arms Regulations. Customer has and shall maintain all rights as are required to allow Panther to access, use, and store Customer Data to provide the Platform to Customer as set forth in this Agreement. Customer is solely responsible for the accuracy, content and legality of all Customer Data.
7.3
Customer Responsibilities. Customer has control over the types and amounts of Customer Data from Customer’s Environment that are submitted to the Platform. Customer shall not submit to the Platform any defense-related information that is controlled under the U.S. International Traffic in Arms Regulations. Customer has and shall maintain all rights as are required to allow Panther to access, use, and store Customer Data to provide the Platform to Customer as set forth in this Agreement. Customer is solely responsible for the accuracy, content and legality of all Customer Data.
7.3
Customer Responsibilities. Customer has control over the types and amounts of Customer Data from Customer’s Environment that are submitted to the Platform. Customer shall not submit to the Platform any defense-related information that is controlled under the U.S. International Traffic in Arms Regulations. Customer has and shall maintain all rights as are required to allow Panther to access, use, and store Customer Data to provide the Platform to Customer as set forth in this Agreement. Customer is solely responsible for the accuracy, content and legality of all Customer Data.
7.4
Customer-Controlled Data Sharing. The Platform may include integrations to facilitate Customer’s exchange, at Customer’s sole discretion, of Customer Data between Third-Party Applications and the Platform. Customer acknowledges and agrees that Panther has no control over, and will have no liability for, any acts or omissions of providers of Third-Party Applications or for Third-Party Applications.
7.4
Customer-Controlled Data Sharing. The Platform may include integrations to facilitate Customer’s exchange, at Customer’s sole discretion, of Customer Data between Third-Party Applications and the Platform. Customer acknowledges and agrees that Panther has no control over, and will have no liability for, any acts or omissions of providers of Third-Party Applications or for Third-Party Applications.
7.4
Customer-Controlled Data Sharing. The Platform may include integrations to facilitate Customer’s exchange, at Customer’s sole discretion, of Customer Data between Third-Party Applications and the Platform. Customer acknowledges and agrees that Panther has no control over, and will have no liability for, any acts or omissions of providers of Third-Party Applications or for Third-Party Applications.
7.4
Customer-Controlled Data Sharing. The Platform may include integrations to facilitate Customer’s exchange, at Customer’s sole discretion, of Customer Data between Third-Party Applications and the Platform. Customer acknowledges and agrees that Panther has no control over, and will have no liability for, any acts or omissions of providers of Third-Party Applications or for Third-Party Applications.
7.5
Customer Data Portability, Retention and Deletion.
7.5
Customer Data Portability, Retention and Deletion.
7.5
Customer Data Portability, Retention and Deletion.
7.5
Customer Data Portability, Retention and Deletion.
(a)
Data Retention. If the Platform is Panther SaaS, then Panther will retain Customer Data for the Subscription Term, unless instructed by Customer to delete the Customer Data. If the Platform is Cloud Connected then Customer controls the Customer Data, meaning that Panther cannot delete Customer Data from Cloud Connected.
(a)
Data Retention. If the Platform is Panther SaaS, then Panther will retain Customer Data for the Subscription Term, unless instructed by Customer to delete the Customer Data. If the Platform is Cloud Connected then Customer controls the Customer Data, meaning that Panther cannot delete Customer Data from Cloud Connected.
(a)
Data Retention. If the Platform is Panther SaaS, then Panther will retain Customer Data for the Subscription Term, unless instructed by Customer to delete the Customer Data. If the Platform is Cloud Connected then Customer controls the Customer Data, meaning that Panther cannot delete Customer Data from Cloud Connected.
(a)
Data Retention. If the Platform is Panther SaaS, then Panther will retain Customer Data for the Subscription Term, unless instructed by Customer to delete the Customer Data. If the Platform is Cloud Connected then Customer controls the Customer Data, meaning that Panther cannot delete Customer Data from Cloud Connected.
(b)
Data Portability and Deletion. Customer may export or download Customer Data from the Platform in its discretion at any time during the Subscription Term. If the Platform is Panther SaaS, then in addition Customer may export or download Customer Data from the Platform for seven (7) days following expiration of the Subscription Term and after this seven (7) day period Panther may delete or otherwise render inaccessible any Customer Data.
(b)
Data Portability and Deletion. Customer may export or download Customer Data from the Platform in its discretion at any time during the Subscription Term. If the Platform is Panther SaaS, then in addition Customer may export or download Customer Data from the Platform for seven (7) days following expiration of the Subscription Term and after this seven (7) day period Panther may delete or otherwise render inaccessible any Customer Data.
(b)
Data Portability and Deletion. Customer may export or download Customer Data from the Platform in its discretion at any time during the Subscription Term. If the Platform is Panther SaaS, then in addition Customer may export or download Customer Data from the Platform for seven (7) days following expiration of the Subscription Term and after this seven (7) day period Panther may delete or otherwise render inaccessible any Customer Data.
(b)
Data Portability and Deletion. Customer may export or download Customer Data from the Platform in its discretion at any time during the Subscription Term. If the Platform is Panther SaaS, then in addition Customer may export or download Customer Data from the Platform for seven (7) days following expiration of the Subscription Term and after this seven (7) day period Panther may delete or otherwise render inaccessible any Customer Data.
(c)
Panther AI Inputs and Outputs. Notwithstanding Sections 7.5(a) and (b), by default, Inputs and Outputs are retained in Amazon dynamoDB for thirty (30) days and deleted at the end of this period. Customer may override this default in its discretion and store Inputs and Outputs in Amazon dynamoDB in perpetuity.
(c)
Panther AI Inputs and Outputs. Notwithstanding Sections 7.5(a) and (b), by default, Inputs and Outputs are retained in Amazon dynamoDB for thirty (30) days and deleted at the end of this period. Customer may override this default in its discretion and store Inputs and Outputs in Amazon dynamoDB in perpetuity.
(c)
Panther AI Inputs and Outputs. Notwithstanding Sections 7.5(a) and (b), by default, Inputs and Outputs are retained in Amazon dynamoDB for thirty (30) days and deleted at the end of this period. Customer may override this default in its discretion and store Inputs and Outputs in Amazon dynamoDB in perpetuity.
(c)
Panther AI Inputs and Outputs. Notwithstanding Sections 7.5(a) and (b), by default, Inputs and Outputs are retained in Amazon dynamoDB for thirty (30) days and deleted at the end of this period. Customer may override this default in its discretion and store Inputs and Outputs in Amazon dynamoDB in perpetuity.
Intellectual Property Ownership
8.1
Customer. As between the Parties, Customer retains all right, title and interest (including all IPR) in and to Customer’s Environment and the Customer Data. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Customer Data is granted to Panther.
8.1
Customer. As between the Parties, Customer retains all right, title and interest (including all IPR) in and to Customer’s Environment and the Customer Data. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Customer Data is granted to Panther.
8.1
Customer. As between the Parties, Customer retains all right, title and interest (including all IPR) in and to Customer’s Environment and the Customer Data. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Customer Data is granted to Panther.
8.1
Customer. As between the Parties, Customer retains all right, title and interest (including all IPR) in and to Customer’s Environment and the Customer Data. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Customer Data is granted to Panther.
8.2
Panther. Panther or its suppliers retain all right, title and interest (including all IPR) in and to the Panther Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Panther Technology is granted to Customer.
8.2
Panther. Panther or its suppliers retain all right, title and interest (including all IPR) in and to the Panther Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Panther Technology is granted to Customer.
8.2
Panther. Panther or its suppliers retain all right, title and interest (including all IPR) in and to the Panther Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Panther Technology is granted to Customer.
8.2
Panther. Panther or its suppliers retain all right, title and interest (including all IPR) in and to the Panther Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Panther Technology is granted to Customer.
Confidentiality
9.1
Definition. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the Parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of the Agreement (including pricing and other terms set forth in all Order Forms), related benchmark or similar test results, other technology and technical information, security information, and security audit reports. Customer Data is the Confidential Information of Customer. Confidential Information shall not include information that (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (d) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
9.1
Definition. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the Parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of the Agreement (including pricing and other terms set forth in all Order Forms), related benchmark or similar test results, other technology and technical information, security information, and security audit reports. Customer Data is the Confidential Information of Customer. Confidential Information shall not include information that (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (d) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
9.1
Definition. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the Parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of the Agreement (including pricing and other terms set forth in all Order Forms), related benchmark or similar test results, other technology and technical information, security information, and security audit reports. Customer Data is the Confidential Information of Customer. Confidential Information shall not include information that (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (d) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
9.1
Definition. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the Parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of the Agreement (including pricing and other terms set forth in all Order Forms), related benchmark or similar test results, other technology and technical information, security information, and security audit reports. Customer Data is the Confidential Information of Customer. Confidential Information shall not include information that (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (d) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
9.2
Protection of Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall (a) not use any Confidential Information of Disclosing Party for any purpose outside the scope of the Agreement and (b) limit access to Confidential Information of Disclosing Party to its employees, authorized contractors and agents who need such access for purposes consistent with the Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.
9.2
Protection of Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall (a) not use any Confidential Information of Disclosing Party for any purpose outside the scope of the Agreement and (b) limit access to Confidential Information of Disclosing Party to its employees, authorized contractors and agents who need such access for purposes consistent with the Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.
9.2
Protection of Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall (a) not use any Confidential Information of Disclosing Party for any purpose outside the scope of the Agreement and (b) limit access to Confidential Information of Disclosing Party to its employees, authorized contractors and agents who need such access for purposes consistent with the Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.
9.2
Protection of Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall (a) not use any Confidential Information of Disclosing Party for any purpose outside the scope of the Agreement and (b) limit access to Confidential Information of Disclosing Party to its employees, authorized contractors and agents who need such access for purposes consistent with the Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.
9.3
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (a) provides prompt written notice to the extent legally permitted, (b) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure, and (c) limits disclosure to that required by law, regulation or legal process.
9.3
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (a) provides prompt written notice to the extent legally permitted, (b) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure, and (c) limits disclosure to that required by law, regulation or legal process.
9.3
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (a) provides prompt written notice to the extent legally permitted, (b) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure, and (c) limits disclosure to that required by law, regulation or legal process.
9.3
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (a) provides prompt written notice to the extent legally permitted, (b) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure, and (c) limits disclosure to that required by law, regulation or legal process.
9.4
Equitable Relief. Notwithstanding the foregoing, the parties acknowledge that any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such party’s or third party’s IPR might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable relief in any state, federal or national court of competent jurisdiction, without bond and without the necessity of showing actual monetary damages.
9.4
Equitable Relief. Notwithstanding the foregoing, the parties acknowledge that any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such party’s or third party’s IPR might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable relief in any state, federal or national court of competent jurisdiction, without bond and without the necessity of showing actual monetary damages.
9.4
Equitable Relief. Notwithstanding the foregoing, the parties acknowledge that any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such party’s or third party’s IPR might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable relief in any state, federal or national court of competent jurisdiction, without bond and without the necessity of showing actual monetary damages.
9.4
Equitable Relief. Notwithstanding the foregoing, the parties acknowledge that any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such party’s or third party’s IPR might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable relief in any state, federal or national court of competent jurisdiction, without bond and without the necessity of showing actual monetary damages.
Warranties; Disclaimers
10.1
Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
10.1
Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
10.1
Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
10.1
Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
10.2
Customer Warranty. Customer represents and warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Panther under the Agreement and that the processing of Customer Data by Panther as permitted under the Agreement will not violate any laws or the rights of any third party.
10.2
Customer Warranty. Customer represents and warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Panther under the Agreement and that the processing of Customer Data by Panther as permitted under the Agreement will not violate any laws or the rights of any third party.
10.2
Customer Warranty. Customer represents and warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Panther under the Agreement and that the processing of Customer Data by Panther as permitted under the Agreement will not violate any laws or the rights of any third party.
10.2
Customer Warranty. Customer represents and warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Panther under the Agreement and that the processing of Customer Data by Panther as permitted under the Agreement will not violate any laws or the rights of any third party.
10.3
Panther Warranties. Panther represents and warrants that, provided that Customer complies with the Agreement and the Documentation: (a) the Platform will operate in accordance with the Documentation and (b) the Support Services and Professional Services will be provided in a professional and workmanlike manner. This warranty will not apply if the error or non-conformance was caused by misuse of the Platform. Panther shall use reasonable commercial efforts to correct any reported non-conformity with this warranty, at Panther’s sole expense. If Panther is not able to correct any reported non-conformity with this warranty, then either party may terminate the applicable Order Form and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid Fees for unused Platform.
10.3
Panther Warranties. Panther represents and warrants that, provided that Customer complies with the Agreement and the Documentation: (a) the Platform will operate in accordance with the Documentation and (b) the Support Services and Professional Services will be provided in a professional and workmanlike manner. This warranty will not apply if the error or non-conformance was caused by misuse of the Platform. Panther shall use reasonable commercial efforts to correct any reported non-conformity with this warranty, at Panther’s sole expense. If Panther is not able to correct any reported non-conformity with this warranty, then either party may terminate the applicable Order Form and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid Fees for unused Platform.
10.3
Panther Warranties. Panther represents and warrants that, provided that Customer complies with the Agreement and the Documentation: (a) the Platform will operate in accordance with the Documentation and (b) the Support Services and Professional Services will be provided in a professional and workmanlike manner. This warranty will not apply if the error or non-conformance was caused by misuse of the Platform. Panther shall use reasonable commercial efforts to correct any reported non-conformity with this warranty, at Panther’s sole expense. If Panther is not able to correct any reported non-conformity with this warranty, then either party may terminate the applicable Order Form and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid Fees for unused Platform.
10.3
Panther Warranties. Panther represents and warrants that, provided that Customer complies with the Agreement and the Documentation: (a) the Platform will operate in accordance with the Documentation and (b) the Support Services and Professional Services will be provided in a professional and workmanlike manner. This warranty will not apply if the error or non-conformance was caused by misuse of the Platform. Panther shall use reasonable commercial efforts to correct any reported non-conformity with this warranty, at Panther’s sole expense. If Panther is not able to correct any reported non-conformity with this warranty, then either party may terminate the applicable Order Form and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid Fees for unused Platform.
10.4
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PLATFORM IS PROVIDED “AS IS,” AND PANTHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PANTHER DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
10.4
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PLATFORM IS PROVIDED “AS IS,” AND PANTHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PANTHER DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
10.4
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PLATFORM IS PROVIDED “AS IS,” AND PANTHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PANTHER DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
10.4
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PLATFORM IS PROVIDED “AS IS,” AND PANTHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PANTHER DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
. Indemnity
11.1
By Customer. Customer will defend Panther, its Affiliates, and each of their officers, directors, employees, consultants, and agents against any claim, proceeding or suit (“Claim”): (a) brought by a third party alleging that the Customer Data infringes, misappropriates or otherwise violates any third party’s IPR or privacy or other rights; (b) arising out of violation of Section 2.6 (Restrictions); or (c) arising out of Customer’s unauthorized use of the Platform. Customer will indemnify and hold harmless Panther from any damages and costs finally awarded against Panther or agreed in settlement by Customer (including reasonable attorney’s fees) resulting from such Claim.
11.1
By Customer. Customer will defend Panther, its Affiliates, and each of their officers, directors, employees, consultants, and agents against any claim, proceeding or suit (“Claim”): (a) brought by a third party alleging that the Customer Data infringes, misappropriates or otherwise violates any third party’s IPR or privacy or other rights; (b) arising out of violation of Section 2.6 (Restrictions); or (c) arising out of Customer’s unauthorized use of the Platform. Customer will indemnify and hold harmless Panther from any damages and costs finally awarded against Panther or agreed in settlement by Customer (including reasonable attorney’s fees) resulting from such Claim.
11.1
By Customer. Customer will defend Panther, its Affiliates, and each of their officers, directors, employees, consultants, and agents against any claim, proceeding or suit (“Claim”): (a) brought by a third party alleging that the Customer Data infringes, misappropriates or otherwise violates any third party’s IPR or privacy or other rights; (b) arising out of violation of Section 2.6 (Restrictions); or (c) arising out of Customer’s unauthorized use of the Platform. Customer will indemnify and hold harmless Panther from any damages and costs finally awarded against Panther or agreed in settlement by Customer (including reasonable attorney’s fees) resulting from such Claim.
11.1
By Customer. Customer will defend Panther, its Affiliates, and each of their officers, directors, employees, consultants, and agents against any claim, proceeding or suit (“Claim”): (a) brought by a third party alleging that the Customer Data infringes, misappropriates or otherwise violates any third party’s IPR or privacy or other rights; (b) arising out of violation of Section 2.6 (Restrictions); or (c) arising out of Customer’s unauthorized use of the Platform. Customer will indemnify and hold harmless Panther from any damages and costs finally awarded against Panther or agreed in settlement by Customer (including reasonable attorney’s fees) resulting from such Claim.
11.2
By Panther. Panther will defend Customer against any third party Claim alleging that the Platform infringe, misappropriate or violate any United States patent, copyright or trademark. If Customer’s use of the Platform results (or in Panther’s opinion is likely to result) in an infringement claim, Panther may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Platform; or if in Panther’s sole opinion (a) and (b) are not commercially reasonable, Panther may terminate the Agreement, or the applicable Order Form, and provide Customer a pro-rata refund of any prepaid Fees for unused Platform. Notwithstanding the foregoing, Panther will have no liability that arises in whole or in part from modifications to the Platform made at the direction of any party other than Panther, use of the Platform in violation of the Agreement or the combination or use of Platform with non-Panther products. Panther will indemnify and hold harmless Customer against any damages and costs finally awarded against Customer or agreed in settlement by Panther (including reasonable attorneys’ fees) resulting from such Claim. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
11.2
By Panther. Panther will defend Customer against any third party Claim alleging that the Platform infringe, misappropriate or violate any United States patent, copyright or trademark. If Customer’s use of the Platform results (or in Panther’s opinion is likely to result) in an infringement claim, Panther may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Platform; or if in Panther’s sole opinion (a) and (b) are not commercially reasonable, Panther may terminate the Agreement, or the applicable Order Form, and provide Customer a pro-rata refund of any prepaid Fees for unused Platform. Notwithstanding the foregoing, Panther will have no liability that arises in whole or in part from modifications to the Platform made at the direction of any party other than Panther, use of the Platform in violation of the Agreement or the combination or use of Platform with non-Panther products. Panther will indemnify and hold harmless Customer against any damages and costs finally awarded against Customer or agreed in settlement by Panther (including reasonable attorneys’ fees) resulting from such Claim. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
11.2
By Panther. Panther will defend Customer against any third party Claim alleging that the Platform infringe, misappropriate or violate any United States patent, copyright or trademark. If Customer’s use of the Platform results (or in Panther’s opinion is likely to result) in an infringement claim, Panther may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Platform; or if in Panther’s sole opinion (a) and (b) are not commercially reasonable, Panther may terminate the Agreement, or the applicable Order Form, and provide Customer a pro-rata refund of any prepaid Fees for unused Platform. Notwithstanding the foregoing, Panther will have no liability that arises in whole or in part from modifications to the Platform made at the direction of any party other than Panther, use of the Platform in violation of the Agreement or the combination or use of Platform with non-Panther products. Panther will indemnify and hold harmless Customer against any damages and costs finally awarded against Customer or agreed in settlement by Panther (including reasonable attorneys’ fees) resulting from such Claim. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
11.2
By Panther. Panther will defend Customer against any third party Claim alleging that the Platform infringe, misappropriate or violate any United States patent, copyright or trademark. If Customer’s use of the Platform results (or in Panther’s opinion is likely to result) in an infringement claim, Panther may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Platform; or if in Panther’s sole opinion (a) and (b) are not commercially reasonable, Panther may terminate the Agreement, or the applicable Order Form, and provide Customer a pro-rata refund of any prepaid Fees for unused Platform. Notwithstanding the foregoing, Panther will have no liability that arises in whole or in part from modifications to the Platform made at the direction of any party other than Panther, use of the Platform in violation of the Agreement or the combination or use of Platform with non-Panther products. Panther will indemnify and hold harmless Customer against any damages and costs finally awarded against Customer or agreed in settlement by Panther (including reasonable attorneys’ fees) resulting from such Claim. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
11.3
Procedure. The indemnified party will promptly notify the indemnifying party of the claim for which indemnity is being sought, and will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnifying party will have the sole right to conduct the defense of any claim for which the indemnifying party is responsible hereunder (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written approval unless the settlement unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party’s business, products or services). The indemnified party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.
11.3
Procedure. The indemnified party will promptly notify the indemnifying party of the claim for which indemnity is being sought, and will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnifying party will have the sole right to conduct the defense of any claim for which the indemnifying party is responsible hereunder (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written approval unless the settlement unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party’s business, products or services). The indemnified party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.
11.3
Procedure. The indemnified party will promptly notify the indemnifying party of the claim for which indemnity is being sought, and will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnifying party will have the sole right to conduct the defense of any claim for which the indemnifying party is responsible hereunder (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written approval unless the settlement unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party’s business, products or services). The indemnified party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.
11.3
Procedure. The indemnified party will promptly notify the indemnifying party of the claim for which indemnity is being sought, and will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnifying party will have the sole right to conduct the defense of any claim for which the indemnifying party is responsible hereunder (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written approval unless the settlement unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party’s business, products or services). The indemnified party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.
Limitation of Liability
12.1
Exclusions. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR any INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOST REVENUES, UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
12.1
Exclusions. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR any INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOST REVENUES, UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
12.1
Exclusions. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR any INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOST REVENUES, UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
12.1
Exclusions. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR any INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOST REVENUES, UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
12.2
Dollar CAPS. EXCEPT FOR: (I) BREACH OF SECTION 9 (CONFIDENTIALITY), (II) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (III) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (IV) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).
12.2
Dollar CAPS. EXCEPT FOR: (I) BREACH OF SECTION 9 (CONFIDENTIALITY), (II) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (III) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (IV) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).
12.2
Dollar CAPS. EXCEPT FOR: (I) BREACH OF SECTION 9 (CONFIDENTIALITY), (II) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (III) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (IV) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).
12.2
Dollar CAPS. EXCEPT FOR: (I) BREACH OF SECTION 9 (CONFIDENTIALITY), (II) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (III) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (IV) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).
12.3
Basis of Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PANTHER AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
12.3
Basis of Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PANTHER AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
12.3
Basis of Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PANTHER AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
12.3
Basis of Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PANTHER AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
Term and Termination
13.1
Term. The Agreement is effective as of the Effective Date and will remain in effect until either (i) all Order Forms governed by this Agreement have expired or (ii) it is terminated in accordance with its terms (the “Term”).
13.1
Term. The Agreement is effective as of the Effective Date and will remain in effect until either (i) all Order Forms governed by this Agreement have expired or (ii) it is terminated in accordance with its terms (the “Term”).
13.1
Term. The Agreement is effective as of the Effective Date and will remain in effect until either (i) all Order Forms governed by this Agreement have expired or (ii) it is terminated in accordance with its terms (the “Term”).
13.1
Term. The Agreement is effective as of the Effective Date and will remain in effect until either (i) all Order Forms governed by this Agreement have expired or (ii) it is terminated in accordance with its terms (the “Term”).
13.2
Renewal Subscription Term. Each Order Form will automatically renew for additional periods equal in length to the Initial Subscription Term or one (1) year, whichever is greater (each, a “Renewal Subscription Term”) unless either party provides notice that such party does not wish to renew the Order Form in writing at least thirty (30) days before the last day of the then-current Subscription Term. Panther reserves the right to increase the Subscription Fees upon renewal, provided that Panther notifies Customer of the increase at least sixty (60) days prior to the renewal.
13.2
Renewal Subscription Term. Each Order Form will automatically renew for additional periods equal in length to the Initial Subscription Term or one (1) year, whichever is greater (each, a “Renewal Subscription Term”) unless either party provides notice that such party does not wish to renew the Order Form in writing at least thirty (30) days before the last day of the then-current Subscription Term. Panther reserves the right to increase the Subscription Fees upon renewal, provided that Panther notifies Customer of the increase at least sixty (60) days prior to the renewal.
13.2
Renewal Subscription Term. Each Order Form will automatically renew for additional periods equal in length to the Initial Subscription Term or one (1) year, whichever is greater (each, a “Renewal Subscription Term”) unless either party provides notice that such party does not wish to renew the Order Form in writing at least thirty (30) days before the last day of the then-current Subscription Term. Panther reserves the right to increase the Subscription Fees upon renewal, provided that Panther notifies Customer of the increase at least sixty (60) days prior to the renewal.
13.2
Renewal Subscription Term. Each Order Form will automatically renew for additional periods equal in length to the Initial Subscription Term or one (1) year, whichever is greater (each, a “Renewal Subscription Term”) unless either party provides notice that such party does not wish to renew the Order Form in writing at least thirty (30) days before the last day of the then-current Subscription Term. Panther reserves the right to increase the Subscription Fees upon renewal, provided that Panther notifies Customer of the increase at least sixty (60) days prior to the renewal.
13.3
Termination for Cause. If either Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice. If Customer terminates the Agreement for cause in accordance with this Section 13.3, then Customer shall be entitled to a pro-rata refund of any prepaid Fees for the unused Platform.
13.3
Termination for Cause. If either Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice. If Customer terminates the Agreement for cause in accordance with this Section 13.3, then Customer shall be entitled to a pro-rata refund of any prepaid Fees for the unused Platform.
13.3
Termination for Cause. If either Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice. If Customer terminates the Agreement for cause in accordance with this Section 13.3, then Customer shall be entitled to a pro-rata refund of any prepaid Fees for the unused Platform.
13.3
Termination for Cause. If either Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice. If Customer terminates the Agreement for cause in accordance with this Section 13.3, then Customer shall be entitled to a pro-rata refund of any prepaid Fees for the unused Platform.
13.4
Effect of Termination. Upon any expiration or termination of the Agreement: (a) the limited access rights and licenses granted for the Platform and Documentation under this Agreement will immediately terminate, (b) all Users will immediately cease any access to or use of the Platform and Documentation, (c) each party will return or destroy all Confidential Information of the other party in its possession or control and (d) If the Platform is Panther SaaS, then Panther will delete all other Customer Data in its possession or control. Materials that are destroyed will be destroyed in a manner consistent with standard industry practices for data destruction, taking into consideration the nature of the data.
13.4
Effect of Termination. Upon any expiration or termination of the Agreement: (a) the limited access rights and licenses granted for the Platform and Documentation under this Agreement will immediately terminate, (b) all Users will immediately cease any access to or use of the Platform and Documentation, (c) each party will return or destroy all Confidential Information of the other party in its possession or control and (d) If the Platform is Panther SaaS, then Panther will delete all other Customer Data in its possession or control. Materials that are destroyed will be destroyed in a manner consistent with standard industry practices for data destruction, taking into consideration the nature of the data.
13.4
Effect of Termination. Upon any expiration or termination of the Agreement: (a) the limited access rights and licenses granted for the Platform and Documentation under this Agreement will immediately terminate, (b) all Users will immediately cease any access to or use of the Platform and Documentation, (c) each party will return or destroy all Confidential Information of the other party in its possession or control and (d) If the Platform is Panther SaaS, then Panther will delete all other Customer Data in its possession or control. Materials that are destroyed will be destroyed in a manner consistent with standard industry practices for data destruction, taking into consideration the nature of the data.
13.4
Effect of Termination. Upon any expiration or termination of the Agreement: (a) the limited access rights and licenses granted for the Platform and Documentation under this Agreement will immediately terminate, (b) all Users will immediately cease any access to or use of the Platform and Documentation, (c) each party will return or destroy all Confidential Information of the other party in its possession or control and (d) If the Platform is Panther SaaS, then Panther will delete all other Customer Data in its possession or control. Materials that are destroyed will be destroyed in a manner consistent with standard industry practices for data destruction, taking into consideration the nature of the data.
13.5
Additional Effect of Termination for Cloud Connected. For thirty (30) business days after expiration of the Subscription Term or termination of the Agreement, Customer will give Panther access into Customer’s Environment that is sufficient to enable Panther to remove Cloud Connected from Customer’s environment. Breach of this Section 13.5 by Customer is a material breach of the Agreement.
13.5
Additional Effect of Termination for Cloud Connected. For thirty (30) business days after expiration of the Subscription Term or termination of the Agreement, Customer will give Panther access into Customer’s Environment that is sufficient to enable Panther to remove Cloud Connected from Customer’s environment. Breach of this Section 13.5 by Customer is a material breach of the Agreement.
13.5
Additional Effect of Termination for Cloud Connected. For thirty (30) business days after expiration of the Subscription Term or termination of the Agreement, Customer will give Panther access into Customer’s Environment that is sufficient to enable Panther to remove Cloud Connected from Customer’s environment. Breach of this Section 13.5 by Customer is a material breach of the Agreement.
13.5
Additional Effect of Termination for Cloud Connected. For thirty (30) business days after expiration of the Subscription Term or termination of the Agreement, Customer will give Panther access into Customer’s Environment that is sufficient to enable Panther to remove Cloud Connected from Customer’s environment. Breach of this Section 13.5 by Customer is a material breach of the Agreement.
13.6
Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the general provisions of Section 14.
13.6
Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the general provisions of Section 14.
13.6
Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the general provisions of Section 14.
13.6
Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the general provisions of Section 14.
General Provisions
14.1
Publicity. Panther may reference Customer’s name and any Customer trademark and logo in listings of Panther’s customers; provided that Customer may require Panther to cease or modify any use of Customer’s name or logo that is misleading or tends to dilute Customer’s brand. In addition, upon Customer’s prior review and approval (which approval shall not be unreasonably withheld or delayed), Panther may reference Customer’s name and any Customer trademark and logo, as well as other information pertaining to the provision and results of the Platform provided, in case studies and other Panther marketing materials.
14.1
Publicity. Panther may reference Customer’s name and any Customer trademark and logo in listings of Panther’s customers; provided that Customer may require Panther to cease or modify any use of Customer’s name or logo that is misleading or tends to dilute Customer’s brand. In addition, upon Customer’s prior review and approval (which approval shall not be unreasonably withheld or delayed), Panther may reference Customer’s name and any Customer trademark and logo, as well as other information pertaining to the provision and results of the Platform provided, in case studies and other Panther marketing materials.
14.1
Publicity. Panther may reference Customer’s name and any Customer trademark and logo in listings of Panther’s customers; provided that Customer may require Panther to cease or modify any use of Customer’s name or logo that is misleading or tends to dilute Customer’s brand. In addition, upon Customer’s prior review and approval (which approval shall not be unreasonably withheld or delayed), Panther may reference Customer’s name and any Customer trademark and logo, as well as other information pertaining to the provision and results of the Platform provided, in case studies and other Panther marketing materials.
14.1
Publicity. Panther may reference Customer’s name and any Customer trademark and logo in listings of Panther’s customers; provided that Customer may require Panther to cease or modify any use of Customer’s name or logo that is misleading or tends to dilute Customer’s brand. In addition, upon Customer’s prior review and approval (which approval shall not be unreasonably withheld or delayed), Panther may reference Customer’s name and any Customer trademark and logo, as well as other information pertaining to the provision and results of the Platform provided, in case studies and other Panther marketing materials.
14.2
Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other written notices required by the Agreement will be given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the most recent Order Form, “Attention: Legal Department” (or such other address as may be specified in writing in accordance with this Section). In addition, with respect to Panther, legal notices also must be sent by email to legal@panther.com.
14.2
Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other written notices required by the Agreement will be given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the most recent Order Form, “Attention: Legal Department” (or such other address as may be specified in writing in accordance with this Section). In addition, with respect to Panther, legal notices also must be sent by email to legal@panther.com.
14.2
Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other written notices required by the Agreement will be given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the most recent Order Form, “Attention: Legal Department” (or such other address as may be specified in writing in accordance with this Section). In addition, with respect to Panther, legal notices also must be sent by email to legal@panther.com.
14.2
Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other written notices required by the Agreement will be given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the most recent Order Form, “Attention: Legal Department” (or such other address as may be specified in writing in accordance with this Section). In addition, with respect to Panther, legal notices also must be sent by email to legal@panther.com.
14.3
Waiver of Rights. A party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of that party. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
14.3
Waiver of Rights. A party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of that party. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
14.3
Waiver of Rights. A party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of that party. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
14.3
Waiver of Rights. A party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of that party. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
14.4
Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under the Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, problems with the Internet or Customer’s hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.
14.4
Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under the Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, problems with the Internet or Customer’s hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.
14.4
Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under the Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, problems with the Internet or Customer’s hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.
14.4
Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under the Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, problems with the Internet or Customer’s hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.
14.5
Subcontracting. Panther may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Panther remains responsible for the performance of each such Subcontractor.
14.5
Subcontracting. Panther may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Panther remains responsible for the performance of each such Subcontractor.
14.5
Subcontracting. Panther may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Panther remains responsible for the performance of each such Subcontractor.
14.5
Subcontracting. Panther may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Panther remains responsible for the performance of each such Subcontractor.
14.6
Export Control. Each party shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions ("Export Laws"), including those imposing export controls and trade sanctions on countries, entities and individuals (“Sanctions Targets”). Without limiting the foregoing, Customer represents and warrants that none of its Users is listed on any U.S. government list of Sanctions Targets or located in (or a national of) a country that is a Sanctions Target.
14.6
Export Control. Each party shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions ("Export Laws"), including those imposing export controls and trade sanctions on countries, entities and individuals (“Sanctions Targets”). Without limiting the foregoing, Customer represents and warrants that none of its Users is listed on any U.S. government list of Sanctions Targets or located in (or a national of) a country that is a Sanctions Target.
14.6
Export Control. Each party shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions ("Export Laws"), including those imposing export controls and trade sanctions on countries, entities and individuals (“Sanctions Targets”). Without limiting the foregoing, Customer represents and warrants that none of its Users is listed on any U.S. government list of Sanctions Targets or located in (or a national of) a country that is a Sanctions Target.
14.6
Export Control. Each party shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions ("Export Laws"), including those imposing export controls and trade sanctions on countries, entities and individuals (“Sanctions Targets”). Without limiting the foregoing, Customer represents and warrants that none of its Users is listed on any U.S. government list of Sanctions Targets or located in (or a national of) a country that is a Sanctions Target.
14.7
U.S. Government End Users. The Platform are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Platform or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in the Agreement
14.7
U.S. Government End Users. The Platform are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Platform or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in the Agreement
14.7
U.S. Government End Users. The Platform are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Platform or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in the Agreement
14.7
U.S. Government End Users. The Platform are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Platform or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in the Agreement
14.8
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
14.8
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
14.8
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
14.8
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
14.9
Severability; Assignment. If any provision of the Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Neither party may assign the Agreement without the other party’s express written consent, except to the assigning party’s successor by way of merger, acquisition, reorganization, or sale of stock or assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.9
Severability; Assignment. If any provision of the Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Neither party may assign the Agreement without the other party’s express written consent, except to the assigning party’s successor by way of merger, acquisition, reorganization, or sale of stock or assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.9
Severability; Assignment. If any provision of the Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Neither party may assign the Agreement without the other party’s express written consent, except to the assigning party’s successor by way of merger, acquisition, reorganization, or sale of stock or assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.9
Severability; Assignment. If any provision of the Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Neither party may assign the Agreement without the other party’s express written consent, except to the assigning party’s successor by way of merger, acquisition, reorganization, or sale of stock or assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.10
Governing Law. The Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for any legal proceedings in connection with the Agreement shall be the state and federal courts located in the Northern District of California. The Parties waive any objections related to such jurisdictions and venues. The United Nations Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement.
14.10
Governing Law. The Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for any legal proceedings in connection with the Agreement shall be the state and federal courts located in the Northern District of California. The Parties waive any objections related to such jurisdictions and venues. The United Nations Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement.
14.10
Governing Law. The Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for any legal proceedings in connection with the Agreement shall be the state and federal courts located in the Northern District of California. The Parties waive any objections related to such jurisdictions and venues. The United Nations Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement.
14.10
Governing Law. The Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for any legal proceedings in connection with the Agreement shall be the state and federal courts located in the Northern District of California. The Parties waive any objections related to such jurisdictions and venues. The United Nations Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement.
14.11
Entire Agreement; Amendment. The Agreement constitutes the entire and exclusive understanding and agreement between Panther and Customer relating to the subject matter of the Agreement, and the Agreement supersedes and replaces all prior oral or written understandings or agreements between Panther and Customer regarding the subject matter of the Agreement. The parties agree that any term or condition stated in any of Customer’s ordering documents, quotes, purchase orders, or the like, is void. The Agreement may be amended or modified only by a written document executed by duly authorized representatives of both of the parties.
14.11
Entire Agreement; Amendment. The Agreement constitutes the entire and exclusive understanding and agreement between Panther and Customer relating to the subject matter of the Agreement, and the Agreement supersedes and replaces all prior oral or written understandings or agreements between Panther and Customer regarding the subject matter of the Agreement. The parties agree that any term or condition stated in any of Customer’s ordering documents, quotes, purchase orders, or the like, is void. The Agreement may be amended or modified only by a written document executed by duly authorized representatives of both of the parties.
14.11
Entire Agreement; Amendment. The Agreement constitutes the entire and exclusive understanding and agreement between Panther and Customer relating to the subject matter of the Agreement, and the Agreement supersedes and replaces all prior oral or written understandings or agreements between Panther and Customer regarding the subject matter of the Agreement. The parties agree that any term or condition stated in any of Customer’s ordering documents, quotes, purchase orders, or the like, is void. The Agreement may be amended or modified only by a written document executed by duly authorized representatives of both of the parties.
14.11
Entire Agreement; Amendment. The Agreement constitutes the entire and exclusive understanding and agreement between Panther and Customer relating to the subject matter of the Agreement, and the Agreement supersedes and replaces all prior oral or written understandings or agreements between Panther and Customer regarding the subject matter of the Agreement. The parties agree that any term or condition stated in any of Customer’s ordering documents, quotes, purchase orders, or the like, is void. The Agreement may be amended or modified only by a written document executed by duly authorized representatives of both of the parties.
14.12
Counterparts. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
14.12
Counterparts. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
14.12
Counterparts. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
14.12
Counterparts. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
Definitions
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
“Cloud Connected” means Panther’s proprietary SIEM management offering which is a software solution where Customer owns the AWS account or the Snowflake account, or both, where Cloud Connected is deployed.
“Customer Data” means: (a) all data and other content and material, in any format provided by Customer directly to Panther, (b) AI Inputs, (c) all security information and event management (SIEM) log files, data and other content and material, in any format, that are uploaded by Customer or on behalf of Customer to the Platform, (c) all data, responses and outputs generated by the Platform and provided to Customer, including without limitation all outputs that are analysis of Customer’s SIEM log files and (d) AI Outputs.
“Customer’s Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the Platform).
“Documentation” means Panther’s technical documentation and user guides for the Platforms made available through the Platform and at docs.panther.com.
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Users to Panther about the Platforms.
“Intellectual Property Rights” or “IPR” means all patents, copyrights, moral rights, trademarks, trade secrets, mask work rights and any other form of proprietary rights or rights to intellectual property recognized in any jurisdiction, including applications and registrations for any of the foregoing.“
“Panther AI” means the functionality described at docs.panther.com/ai#enabling-panther-ai.
“Panther SaaS” means Panther’s proprietary SIEM management offering which is a software-as-a-service where Panther owns the AWS account where Panther SaaS is deployed.
“Panther Technology” means the Platform, Documentation, Usage Data and any and all related and underlying technology, as well as any derivative works, modifications, or improvements of the foregoing and any Feedback that may be incorporated into the foregoing.
“Personal Data” means any information provided by Customer to Panther used to identify a specific natural person, either alone or when combined with other information that is linkable by Panther to a specific natural person. Personal Data also includes other information provided by Customer to Panther about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.
“Platform” means either Panther SaaS or Cloud Connected, as described in the relevant Order Form.
“Security Incident” means a breach of Panther’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data in Panther’s possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Subscription Term” means the initial subscription term listed on the Order Form (the “Initial Subscription Term”) and any Renewal Subscription Term.
“Taxes” means taxes, levies, duties and assessments, including but not limited to value-added, sales, use, or withholding taxes, assessed or collected by any governmental body, but excluding any taxes based on net income, property or employees of Panther.
“Third-Party Applications” means non-Panther services, offerings, or applications that interface with the Platform and are subject to a separate agreement between Customer and the provider of the Third-Party Application. Third-Party Applications may include, but are not limited to, AWS and Snowflake applications.
“Usage Data” means anonymous statistical information about the use and functioning of the Platform by Customer and other Panther licensees, in an aggregated form that does not identify Customer or any User and contains no personally identifiable information. Usage Data may include log data solely for the purpose of detection development and provided that any resulting detections are anonymized and do not include Customer Data.
“User” means Customer’s current employees, independent contractors, agents and consultants who are authorized or permitted by Customer to access and use the Platform and Documentation on behalf of Customer.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
“Cloud Connected” means Panther’s proprietary SIEM management offering which is a software solution where Customer owns the AWS account or the Snowflake account, or both, where Cloud Connected is deployed.
“Customer Data” means: (a) all data and other content and material, in any format provided by Customer directly to Panther, (b) AI Inputs, (c) all security information and event management (SIEM) log files, data and other content and material, in any format, that are uploaded by Customer or on behalf of Customer to the Platform, (c) all data, responses and outputs generated by the Platform and provided to Customer, including without limitation all outputs that are analysis of Customer’s SIEM log files and (d) AI Outputs.
“Customer’s Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the Platform).
“Documentation” means Panther’s technical documentation and user guides for the Platforms made available through the Platform and at docs.panther.com.
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Users to Panther about the Platforms.
“Intellectual Property Rights” or “IPR” means all patents, copyrights, moral rights, trademarks, trade secrets, mask work rights and any other form of proprietary rights or rights to intellectual property recognized in any jurisdiction, including applications and registrations for any of the foregoing.“
“Panther AI” means the functionality described at docs.panther.com/ai#enabling-panther-ai.
“Panther SaaS” means Panther’s proprietary SIEM management offering which is a software-as-a-service where Panther owns the AWS account where Panther SaaS is deployed.
“Panther Technology” means the Platform, Documentation, Usage Data and any and all related and underlying technology, as well as any derivative works, modifications, or improvements of the foregoing and any Feedback that may be incorporated into the foregoing.
“Personal Data” means any information provided by Customer to Panther used to identify a specific natural person, either alone or when combined with other information that is linkable by Panther to a specific natural person. Personal Data also includes other information provided by Customer to Panther about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.
“Platform” means either Panther SaaS or Cloud Connected, as described in the relevant Order Form.
“Security Incident” means a breach of Panther’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data in Panther’s possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Subscription Term” means the initial subscription term listed on the Order Form (the “Initial Subscription Term”) and any Renewal Subscription Term.
“Taxes” means taxes, levies, duties and assessments, including but not limited to value-added, sales, use, or withholding taxes, assessed or collected by any governmental body, but excluding any taxes based on net income, property or employees of Panther.
“Third-Party Applications” means non-Panther services, offerings, or applications that interface with the Platform and are subject to a separate agreement between Customer and the provider of the Third-Party Application. Third-Party Applications may include, but are not limited to, AWS and Snowflake applications.
“Usage Data” means anonymous statistical information about the use and functioning of the Platform by Customer and other Panther licensees, in an aggregated form that does not identify Customer or any User and contains no personally identifiable information. Usage Data may include log data solely for the purpose of detection development and provided that any resulting detections are anonymized and do not include Customer Data.
“User” means Customer’s current employees, independent contractors, agents and consultants who are authorized or permitted by Customer to access and use the Platform and Documentation on behalf of Customer.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
“Cloud Connected” means Panther’s proprietary SIEM management offering which is a software solution where Customer owns the AWS account or the Snowflake account, or both, where Cloud Connected is deployed.
“Customer Data” means: (a) all data and other content and material, in any format provided by Customer directly to Panther, (b) AI Inputs, (c) all security information and event management (SIEM) log files, data and other content and material, in any format, that are uploaded by Customer or on behalf of Customer to the Platform, (c) all data, responses and outputs generated by the Platform and provided to Customer, including without limitation all outputs that are analysis of Customer’s SIEM log files and (d) AI Outputs.
“Customer’s Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the Platform).
“Documentation” means Panther’s technical documentation and user guides for the Platforms made available through the Platform and at docs.panther.com.
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Users to Panther about the Platforms.
“Intellectual Property Rights” or “IPR” means all patents, copyrights, moral rights, trademarks, trade secrets, mask work rights and any other form of proprietary rights or rights to intellectual property recognized in any jurisdiction, including applications and registrations for any of the foregoing.“
“Panther AI” means the functionality described at docs.panther.com/ai#enabling-panther-ai.
“Panther SaaS” means Panther’s proprietary SIEM management offering which is a software-as-a-service where Panther owns the AWS account where Panther SaaS is deployed.
“Panther Technology” means the Platform, Documentation, Usage Data and any and all related and underlying technology, as well as any derivative works, modifications, or improvements of the foregoing and any Feedback that may be incorporated into the foregoing.
“Personal Data” means any information provided by Customer to Panther used to identify a specific natural person, either alone or when combined with other information that is linkable by Panther to a specific natural person. Personal Data also includes other information provided by Customer to Panther about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.
“Platform” means either Panther SaaS or Cloud Connected, as described in the relevant Order Form.
“Security Incident” means a breach of Panther’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data in Panther’s possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Subscription Term” means the initial subscription term listed on the Order Form (the “Initial Subscription Term”) and any Renewal Subscription Term.
“Taxes” means taxes, levies, duties and assessments, including but not limited to value-added, sales, use, or withholding taxes, assessed or collected by any governmental body, but excluding any taxes based on net income, property or employees of Panther.
“Third-Party Applications” means non-Panther services, offerings, or applications that interface with the Platform and are subject to a separate agreement between Customer and the provider of the Third-Party Application. Third-Party Applications may include, but are not limited to, AWS and Snowflake applications.
“Usage Data” means anonymous statistical information about the use and functioning of the Platform by Customer and other Panther licensees, in an aggregated form that does not identify Customer or any User and contains no personally identifiable information. Usage Data may include log data solely for the purpose of detection development and provided that any resulting detections are anonymized and do not include Customer Data.
“User” means Customer’s current employees, independent contractors, agents and consultants who are authorized or permitted by Customer to access and use the Platform and Documentation on behalf of Customer.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
“Cloud Connected” means Panther’s proprietary SIEM management offering which is a software solution where Customer owns the AWS account or the Snowflake account, or both, where Cloud Connected is deployed.
“Customer Data” means: (a) all data and other content and material, in any format provided by Customer directly to Panther, (b) AI Inputs, (c) all security information and event management (SIEM) log files, data and other content and material, in any format, that are uploaded by Customer or on behalf of Customer to the Platform, (c) all data, responses and outputs generated by the Platform and provided to Customer, including without limitation all outputs that are analysis of Customer’s SIEM log files and (d) AI Outputs.
“Customer’s Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the Platform).
“Documentation” means Panther’s technical documentation and user guides for the Platforms made available through the Platform and at docs.panther.com.
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Users to Panther about the Platforms.
“Intellectual Property Rights” or “IPR” means all patents, copyrights, moral rights, trademarks, trade secrets, mask work rights and any other form of proprietary rights or rights to intellectual property recognized in any jurisdiction, including applications and registrations for any of the foregoing.“
“Panther AI” means the functionality described at docs.panther.com/ai#enabling-panther-ai.
“Panther SaaS” means Panther’s proprietary SIEM management offering which is a software-as-a-service where Panther owns the AWS account where Panther SaaS is deployed.
“Panther Technology” means the Platform, Documentation, Usage Data and any and all related and underlying technology, as well as any derivative works, modifications, or improvements of the foregoing and any Feedback that may be incorporated into the foregoing.
“Personal Data” means any information provided by Customer to Panther used to identify a specific natural person, either alone or when combined with other information that is linkable by Panther to a specific natural person. Personal Data also includes other information provided by Customer to Panther about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.
“Platform” means either Panther SaaS or Cloud Connected, as described in the relevant Order Form.
“Security Incident” means a breach of Panther’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data in Panther’s possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Subscription Term” means the initial subscription term listed on the Order Form (the “Initial Subscription Term”) and any Renewal Subscription Term.
“Taxes” means taxes, levies, duties and assessments, including but not limited to value-added, sales, use, or withholding taxes, assessed or collected by any governmental body, but excluding any taxes based on net income, property or employees of Panther.
“Third-Party Applications” means non-Panther services, offerings, or applications that interface with the Platform and are subject to a separate agreement between Customer and the provider of the Third-Party Application. Third-Party Applications may include, but are not limited to, AWS and Snowflake applications.
“Usage Data” means anonymous statistical information about the use and functioning of the Platform by Customer and other Panther licensees, in an aggregated form that does not identify Customer or any User and contains no personally identifiable information. Usage Data may include log data solely for the purpose of detection development and provided that any resulting detections are anonymized and do not include Customer Data.
“User” means Customer’s current employees, independent contractors, agents and consultants who are authorized or permitted by Customer to access and use the Platform and Documentation on behalf of Customer.
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