Operating Terms and Conditions for Security Operations Center and Other Managed Services

The terms and conditions below outline how the provision of Security Operations Center (SOC) Services and/or other Managed Services are to occur. These Operating Terms and Conditions are hereby incorporated into any applicable Work Order and, along with that Work Order and the Master Terms and Conditions, form the full agreement for those Services between the Customer and MCPC.

1. DEFINITIONS

• 1.1. “Agreement” means the Subscription Services Agreement, these terms and conditions, and any amendments and exhibits to the foregoing.
• 1.2. “Effective Date” means the date that the Subscription Services Agreement is signed by the Customer.
• 1.3. “Intellectual Property Rights” means any and all now known or hereafter existing rights associated with intangible property, including registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).
• 1.4. “Minimum Commit Level” means the minimum quantity of devices for which Customer must purchase Services as set forth in the applicable Services Agreement.
• 1.5. “Services” means the services to be provided to Customer under this Agreement.
• 1.6. “Service Description” means a definition of what an applicable service provides and how it is accessed and used.
• 1.7. “Service Initiation Date” means the date Services commence. This date will be identified in an e-mail communication to Customer.
• 1.8. “Service Term” means the length of time of subscription that Customer purchases under a schedule.
• 1.9. “SKU” means an identification code provided for a specific type of Service under this Agreement.
• 1.10. “Subscription Services Agreement” (or “Services Agreement”) means the contract offered by MCPC and accepted by Customer which outlines the deliverables, term, description of services, and other specifics of the engagement.

2. SERVICES

• 2.1. Service Offering. The Services provided on a subscription basis under this Agreement are listed on the applicable Services Agreement. The Services will be offered based on the applicable Service Description(s).
• 2.2. Subscription. Services are purchased on a termed subscription basis for Service Term as indicated in the Services Agreement. Subscriptions for Services may be added during the term of this Agreement at the pricing set forth in the Services Agreement. Additional subscriptions will be purchased for the Service Term indicated in the applicable Service Agreement(s).
• 2.3. Adding Services. In order to add Services to an already-existing Services Agreement under this Agreement, Customer’s authorized representative(s), must contact MCPC.

3. PRICE AND PAYMENT

• 3.1. Pricing. Prices for each Service shall be as listed in the applicable Services Agreement. Prices shall be valid up to the maximum quantity listed in the applicable Order Document.
  • 3.1.1. Pricing is subject to change upon renewal of this Agreement; updated pricing for renewal terms will be periodically communicated to Customer in writing.
  • 3.1.2. Pricing updates announced within the termination notice period shall not take effect until the subsequent renewal term. Customer shall be invoiced for Services under this Agreement as set forth in the applicable Services Agreement(s).
    • 3.1.2.1. Regardless of the above Section
  • 3.1.2, if Customer receives the pricing update before the termination notice period, Customer shall have a minimum of ten days from the receipt of a pricing update to accept or reject a renewal of the Services Agreement.
• 3.2. Fees. Customer will pay all fees specified in this Services Agreement. Except as otherwise specified herein or in an applicable Services Agreement: (i) fees are based on Services subscriptions purchased and/or actual usage; (ii) payment obligations are non-cancellable and fees paid are non-refundable; and (iii) quantity of devices for Customer’s designated service in the applicable Service Agreement(s) cannot be decreased below the applicable Minimum Commit Level.
• 3.3. Onboarding Period and True-Up.
  • 3.3.1. Onboarding: Customer will be billed for onboarding and any one-time fees listed upon the Effective Date of the Subscription Services Agreement.
  • 3.3.2. Monthly: Unless otherwise specified in the applicable Services Agreement, if a SKU indicates a monthly billing schedule, Customer shall be invoiced at the end of the first month for the actual usage of Services to that point. Customer shall be invoiced at the end of the second month for the actual number of total usage to that point, and in advance for the upcoming month based on their minimum commit level or the usage up to that point, whichever is greater. Customer shall thereafter be billed at the beginning of each month for their minimum commitment level or the actual usage, whichever is greater, and also billed for any additional usage not billed in the previous month.
• 3.3.3. Annual: Unless otherwise specified in the applicable Services Agreement, if a SKU indicates an annual billing schedule, Customer shall be invoiced in advance on the Service Initiation Date for the quantity specified in the applicable pricing schedule or the minimum commit level, whichever is greater. At the end of each month, Customer shall be invoiced using the appropriate monthly SKU for usage above the quantity of the annual SKU invoiced at the beginning of the Service Term. On each subsequent anniversary of the Service Initiation Date, Customer shall be invoiced in advance using the appropriate annual SKU for the minimum commit level or the actual usage of the last month of the annual term, whichever is greater.

4. TERM AND TERMINATION

• 4.1. Term. This Agreement shall begin on the Service Initiation Date and end at the conclusion of the Service Term detailed in the applicable Services Agreement. Notwithstanding, the minimum initial term shall be 14 (fourteen) months long. At the end of the term, Services Agreement will automatically renew for successive twelve (12) month periods, unless Customer notifies MCPC in writing sixty (60) days prior to the termination of this Agreement.
• 4.2. Termination for Cause. Either Party may terminate this Agreement or a Services Agreement for material breach by the other Party of a material term of this Agreement upon giving the other Party written notice identifying specifically the alleged breach, provided the breaching Party does not cure such breach within ten (10) days of receipt of the notice.
• 4.3. Effect of Termination. Should MCPC terminate this Agreement in accordance with Section 4.2, payments remaining in the Service Term for each SKU shall be accelerated, and Customer shall promptly pay to MCPC within thirty (30) days of termination any payments remaining in the Service Term. Should Customer terminate this Agreement in accordance with Section 4.2, Customer shall pay MCPC for all Services rendered up to and including the date of termination. If the Customer has paid for Services in advance, Customer shall be entitled to a refund for any unearned Service(s).