Hardware Exhibit

1. PROVISION OF HARDWARE

Centripetal agrees to provide Customer with the Hardware identified in the applicable Order Form during the Term specified therein. Customer shall use the Hardware solely in accordance with (i) the MSA, (ii) these Hardware Terms, and (iii) the applicable Order Form, and exclusively for Customer’s internal business purposes. Customer shall not resell, lease, sublicense, or otherwise make the Hardware available to any third party. Except as expressly set forth in these Hardware Terms, Customer obtains no rights in or to the Hardware, and as between the Parties, Centripetal and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Hardware, including any improvements, modifications, or enhancements thereto, consistent with Section 5 (Centripetal Ownership) of the MSA. Title to and ownership of the Hardware remain with Centripetal at all times. The Hardware is provided to Customer on a bailment basis for use during the Term, and no sale of the Hardware is intended.

2. EMBEDDED SOFTWARE

The Hardware may contain certain Embedded Software. Such Embedded Software is licensed, not sold, to Customer. Subject to Customer’s continued compliance with the MSA, these Hardware Terms, and the applicable Order Form, Centripetal grants Customer a limited, nonexclusive, nontransferable, non-sublicensable, paid-up license to use the Embedded Software solely (i) in executable object code form, (ii) as embedded in and delivered with the Hardware, and (iii) in connection with Customer’s authorized use of the Hardware during the Term. As between the Parties, Centripetal and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Embedded Software, including any improvements, modifications, or enhancements thereto, consistent with Section 5 (Centripetal Ownership) of the MSA.

3. OPEN-SOURCE SOFTWARE

Certain components of the Embedded Software may be subject to “open source” or “free software” licenses (collectively, “Open Source Software”). Some of the Open Source Software is owned by third parties. To the extent required by the applicable open source license, Customer’s use of the Open Source Software will be governed by the terms of the applicable open source license, and such terms shall control to the extent they expressly grant Customer rights that differ from or conflict with the restrictions set forth in these Hardware Terms. Nothing in these Hardware Terms limits Customer’s rights under, or grants Customer rights that supersede, the terms of any such open source license. Customer acknowledges that (i) Centripetal makes no representations or warranties regarding Open Source Software; (ii) Centripetal shall have no indemnification obligations with respect to Open Source Software; and (iii) Customer is solely responsible for its compliance with the applicable open source license terms.

4. USE RESTRICTIONS

Customer shall not use the Hardware or Embedded Software in any manner not expressly permitted by the Hardware Terms, the applicable Order Form, or any Documentation provided by Centripetal. Without limiting the foregoing, Customer shall not, and shall not permit any third party to, directly or indirectly: (i) adapt, alter, modify, translate, decompile, disassemble, reverse engineer, or create derivative works of the Hardware or Embedded Software; (ii) circumvent, disable, or interfere with any security, access, monitoring, or usage control associated with the Hardware or Embedded Software; (iii) separate, unbundle, or use the Embedded Software independently of the Hardware with which it is provided; (iv) rent, lease, lend, sell, sublicense, assign, transfer, or otherwise make available the Hardware or Embedded Software to any third party, except as expressly permitted in writing by Centripetal; (v) use the Hardware or Embedded Software to provide services to third parties (for example, as part of a managed service, outsourcing arrangement, or redistribution of threat intelligence feeds), except as expressly permitted in writing by Centripetal; (vi) use the Hardware or Embedded Software for purposes of benchmarking, competitive analysis, or publication of performance tests without Centripetal’s prior written consent; (vii) remove, obscure, or alter any proprietary notices on the Hardware or Embedded Software; or (viii) use the Hardware or Embedded Software in violation of applicable law, or in a manner that infringes, misappropriates, or otherwise violates any third party’s rights.

5. PRODUCT CARE; LIENS

Customer shall handle the Hardware with reasonable care and shall use reasonable efforts to prevent damage, loss, or unauthorized access. Customer shall remain responsible for any damage to, or loss of, the Hardware from the time of delivery until it is returned to Centripetal in accordance with these Hardware Terms, but excluding reasonable wear resulting from proper use. Customer shall not tamper with the Hardware. Customer shall not, directly or indirectly, create, incur, assume, or permit to exist any mortgage, pledge, lien, charge, security interest, encumbrance, or claim on or with respect to the Hardware or any interest therein, except for the lien and security interest of Centripetal created under the Hardware Terms. Customer shall promptly, at its own expense, take all actions necessary to discharge any such prohibited mortgage, pledge, lien, security interest, charge, encumbrance, or claim if the same arises at any time. To the extent the arrangement is deemed to create a security interest in, or the Hardware is deemed subject to a security interest of, Customer, Customer grants Centripetal a security interest in the Hardware and its proceeds to secure Customer’s obligations under these Hardware Terms. Customer authorizes Centripetal to file one or more financing statements describing the Hardware, including precautionary filings under Section 9-505 of the Uniform Commercial Code (the “UCC”) identifying Centripetal as bailor and Customer as bailee. Consistent with Section 9-505(b) of the UCC, any such filing is protective only and is not evidence that the arrangement creates a security interest.

6. DELIVERY AND INSTALLATION

Centripetal will deliver the Hardware to the location designated by Customer in the applicable Order Form (or as otherwise agreed in writing). Risk of loss and damage to the Hardware shall pass to Customer upon delivery. If requested by Customer and agreed by Centripetal, Centripetal will perform installation at the designated location at a mutually agreeable time, subject to Customer’s reasonable cooperation in providing appropriate access, infrastructure, and environmental conditions. Customer shall be responsible for any installation costs unless otherwise agreed in the applicable Order Form. Centripetal shall not be liable for any delay in delivery or installation caused by events outside its reasonable control.

7. ACCESS

Throughout the Term, Customer shall provide Centripetal with reasonable access (including remote access where applicable) to Customer’s facilities, systems, and the Hardware as necessary for Centripetal to inspect, maintain, repair, replace, upgrade, or otherwise support the Hardware. Such access shall be provided during normal business hours and subject to Customer’s reasonable security and safety policies. Centripetal shall use reasonable efforts to provide at least three (3) business days’ prior notice for planned inspections or maintenance; provided, however, that in the event of an urgent issue affecting the performance, security, or integrity of the Hardware or Embedded Software, Centripetal may request access on shorter notice, and Customer shall use commercially reasonable efforts to accommodate such request. Customer shall cooperate in good faith to facilitate Centripetal’s access and shall ensure that such access is not unreasonably withheld, conditioned, or delayed. Centripetal shall not be responsible for any degradation of performance, error, or failure of the Hardware or Embedded Software to the extent resulting from Customer’s denial or delay of Centripetal’s access.

8. SUPPORT

During the Term, Centripetal shall: (i) provide training in connection with the initial implementation of the Hardware; and (ii) make available telephone and email support for the Hardware and Embedded Software during Centripetal’s normal business hours of 8:00 AM to 5:00 PM ET, excluding weekends and U.S. federal holidays. Centripetal shall have no obligation to provide support with respect to any error, defect, or issue resulting from: (a) use of the Hardware or Embedded Software other than in accordance with these Hardware Terms, any Documentation, or Centripetal’s written instructions; (b) modification, alteration, or repair of the Hardware or Embedded Software by Customer or any third party not authorized by Centripetal; (c) accident, negligence, misuse, or abuse of the Hardware by the Customer; or (d) any combination, connection, or use of the Hardware with hardware, software, or technology not provided, approved, or authorized by Centripetal.

9. HARDWARE WARRANTY

Centripetal warrants to Customer that, for a period of one (1) year from the date of delivery of the Hardware (“Warranty Period”), the Hardware will be free from defects in materials and workmanship under normal use. Centripetal’s sole obligation and Customer’s exclusive remedy for any breach of this warranty shall be, at Centripetal’s option and expense, to repair or replace the defective Hardware or component with new or refurbished parts or units. Any repaired or replaced Hardware or component will be warranted for the remainder of the original Warranty Period or thirty (30) days from the date of repair or replacement, whichever is longer. This warranty does not apply to: (i) consumable parts (e.g., batteries, fans) or cosmetic imperfections that do not materially affect functionality; (ii) damage caused by accident, abuse, misuse, neglect, or improper storage; (iii) modification, alteration, or repair of the Hardware by anyone other than Centripetal or its authorized representatives; (iv) combination, connection, or use of the Hardware with hardware, software, or technology not provided, approved, or authorized by Centripetal; or (v) normal wear consistent with ordinary, intended use.

10. DISCLAIMER

Except as expressly provided in these Hardware Terms, the Hardware, Embedded Software, and any other materials or Products provided by Centripetal are provided “as is” and “with all faults.” To the maximum extent permitted by applicable law, Centripetal disclaims all other warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, accuracy, title, non-infringement, non-interference, and quiet enjoyment. Without limiting the foregoing, Centripetal does not warrant that the Hardware, Embedded Software, or services will meet Customer’s requirements, operate without interruption or error, or that all defects can or will be corrected. Except as otherwise provided in the MSA or the DPA, Centripetal shall not be responsible for any loss of or damage to data processed, transmitted, or stored through the Hardware or Embedded Software. Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to the extent prohibited by applicable law.

11. EFFECT OF TERMINATION

Upon expiration or termination of the applicable Order Form for any reason, Customer shall, at its expense, promptly return the Hardware (including all components, accessories, and documentation) to Centripetal in good working order, ordinary wear and tear excepted, in accordance with Centripetal’s return instructions. Customer shall maintain, and shall provide to Centripetal on reasonable notice, all access, rights, and permissions necessary to retrieve the Hardware from any location where it is installed, including third-party premises, and shall reasonably cooperate to facilitate any retrieval Centripetal elects to make. Customer acknowledges that the Hardware depends on Centripetal’s services to operate and that, upon expiration or termination, those services may be suspended and the Hardware may cease to function. If the Hardware is not returned or retrieved within thirty (30) days, Centripetal may invoice Customer for, and Customer shall pay, the then-current replacement value of the Hardware.

12. EXPORT CONTROL AND COMPLIANCE

Customer shall not export, re-export, transfer, or use the Hardware or Embedded Software except in compliance with all applicable export control and trade laws and regulations of the United States and any other relevant jurisdiction.