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              Terms of Use - Secureworks Maturity Model and Evaluation

              Updated: August 31, 2018

              These Terms of Use (“Terms”) are entered into between (1) Secureworks, Inc. (together with its subsidiaries) (“Secureworks”) and (2) the organization or entity using the cybersecurity maturity evaluation tool (“Customer”).

              By accessing and using the cybersecurity maturity evaluation tool (“Tool”), the parties agree to be bound by these Terms.

                Use of Tool and Customer Data


              1. Use of Tool – Secureworks will assist Customer to access and use the Tool to carry out a condensed cybersecurity maturity evaluation.  This will require Customer to provide to Secureworks information about its business profile, security capabilities, behaviors, and procedures, security spend, and security organization and staffing (“Customer Data”).  Upon successful completion of the maturity evaluation, the Tool will generate a security benchmark report summarizing the level of cybersecurity risk detected for the Customer (“Report”).

              2. Accuracy – Customer shall ensure the Customer Data is accurate, up to date and complete.  Customer acknowledges that the usefulness and accuracy of the Tool and any Report produced is dependent on the accuracy and quality of the Customer Data.

              3. Confidentiality – Except as set forth in section 4, Secureworks will treat Customer Data as confidential and will not disclose it to third parties unless such disclosure is (a) to Secureworks’ or its affiliates’ directors, officers, employees, agents, auditors, professional advisers, IT service providers and subcontractors (“Representatives”) and/or (b) required by applicable law.  Customer shall treat the Tool and Report as confidential and will not distribute or otherwise provide access to the Report to any third party without the prior written consent of Secureworks.

              4. Right to use Customer Data – Customer authorizes Secureworks and its Representatives to use the Customer Data for Secureworks’ internal business purposes, including operating the Tool, producing the Report, statistical analysis and benchmarking, and identifying products and services that may be relevant to Customer.  Customer authorizes Secureworks and its Representatives to use anonymized and aggregated Customer Data for Secureworks’ business purposes, including producing and distributing (i) publications regarding IT security practices and (ii) marketing materials, publications, and survey reports for the marketing and promotion of Secureworks and Secureworks’ products and services.  

              5. Prohibited activities – Customer may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Tool or any underlying software that is part of the Tool.

              6. Ownership and Licence Rights


              7. Tool and Report – Customer acknowledges and accepts that Secureworks owns all legal right, title and interest in and to the Tool and Report, including without limitation any copyright, but excluding any Customer Data.  Secureworks hereby grants to Customer a limited, worldwide, non-transferable, royalty-free and non-exclusive licence to use and/or reproduce the Report solely for Customer’s internal business purposes and as permitted by these Terms.  All rights are reserved, except for the limited licensed rights expressly granted in this section. 

              8. Customer Data – Secureworks acknowledges and accepts that Customer owns all legal right, title and interest in any Customer Data, including without limitation any copyright.  Customer hereby grants to Secureworks a limited, non-exclusive, worldwide, irrevocable and royalty-free licence to use and/or reproduce the Customer Data solely for the purposes described in section 4 above.  All rights are reserved, except for the limited licensed rights expressly granted in this section.

              9. Data protection


              10. Customer Personal Data If Customer provides to Secureworks any data that can directly or indirectly identify an individual (“Personal Data”), it shall ensure that such individual(s) is notified that his or her personal data will be processed by Secureworks in connection with the purposes described in section 4 of these Terms.  Secureworks shall process such Personal Data in accordance with its Privacy Statement.

              11. Compliance with Privacy Laws – Each party shall, when disclosing or receiving Personal Data from the other in connection with the Tool, comply with applicable data protection laws (including, without limitation and where applicable, the General Data Protection Regulation 2016).

              12. Warranties, Liability and Termination


              13. Warranties – Customer acknowledges and agrees that Secureworks does not warrant the accuracy or completeness of the Tool and/or any information produced by the Tool, including without limitation, any Report.  The Tool and Report are provided on an “as is” and “as available” basis.  No advice or information contained within any Report shall create any warranty unless it is expressly included in these Terms or imposed by applicable law.  Secureworks expressly disclaims any and all warranties or representations of any kind, whether express or implied, to the fullest extent permitted by law.

              14. Liability – Customer’s use of the Tool and/or Report is solely at its own risk.  Secureworks shall not be responsible for any loss or damage caused directly or indirectly by the Tool and/or any Report including, without limitation, (a) any loss of profit, income, revenue or savings, (b) loss of goodwill or reputation and/or (c) special, indirect or consequential loss or damages.  In the event that Secureworks is held liable under these Terms its total liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for all claims arising out of or in connection with these Terms, the Tool and/or the Report shall not exceed one US dollars (USD 1).  Nothing in these terms will limit a party’s liability for damages that cannot be excluded or limited by law.

              15. Indemnity.  Customer shall indemnity, defend and hold harmless Secureworks and its directors, officers, employees, personnel, agents, contractors, consultants, suppliers, customers, business partners and distributors from and against any and all third party claims, actions, demands, legal proceedings, liabilities, damages, losses, judgments, authorized settlements, costs and expenses as incurred including without limitation attorney’s fees, arising out of or in connection with any alleged or actual breach of these Terms by Customer.

              16. Termination – Secureworks may suspend and/or terminate Customer’s use of the Tool and/or right to use any Report with immediate effect if Customer violates these Terms.  Secureworks reserves the right to withdraw the Tool and/or Report at any time, without notice or liability to Customer.

              17. General provisions


              18. Amendments – Secureworks may at any time, without notice to Customer, revise the Tool and/or these Terms by updating them and posting them on https://www.secureworks.com/eula/maturity-model.

              19. Severance – If any provision in these Terms is held to be invalid, illegal or unenforceable by a court, the parties will negotiate in good faith to amend or replace the affected provision so that, to the greatest extent possible, it achieves the intended commercial result of the original provision.  The rest of these Terms will remain valid and enforceable.

              20. Waiver – Any failure or delay by one party to enforce these Terms against the other party will not be construed as a waiver of that party’s rights.

              21. Entire agreement – These Terms constitute the entire agreement between Secureworks and Customer as to the use of the Tool and Report and supersedes all prior agreements and understandings between the parties.

              22. Jurisdiction – These Terms shall be construed in accordance with the laws of the State of Georgia and the Customer and Secureworks shall submit to the exclusive jurisdiction of the courts of Fulton County, Georgia save that Secureworks may bring a claim in any jurisdiction to protect its intellectual property right.