WIZ MASTER SUBSCRIPTION AGREEMENT

3. Fees.

The Services are conditioned on Customer’s payment of the applicable fees as set forth in each Order (“Fees”) and Wiz reserves the right, following at least thirty (30) days’ prior written notice to Customer, to suspend Customer’s access to the Services for non or late payment of any amounts not subject to a good faith dispute. Except as set forth in this Agreement or a Direct Order, all Fees and other amounts paid pursuant to this Agreement and an Order are non-refundable and without right of set off. Unless otherwise specified in an Order: (i) Customer will pay all amounts due under this Agreement in U.S. Dollars currency, (ii) Fees for the entire Subscription Term set out in the applicable Order are due at the commencement of such Subscription Term and payable as described in the Order; (iii) all Fees are due and payable within thirty (30) days of the date of Wiz’s invoice; (iv) any amount not paid when due shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law; and (v) all amounts payable under each Direct Order are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties (“Taxes”). If Customer has purchased a subscription pursuant to the terms hereof from a Partner, all Taxes to be applied to the Fees shall be as agreed between Customer and the Partner. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services; provided that Wiz will be responsible for any taxes imposed on Wiz’s income, assets and/or workforce.

4. Permitted Users. The Platform may be accessed solely by Customer or its Affiliates' employees or service providers who are explicitly authorized by Customer to use the Platform (each, a “Permitted User”). Customer will (i) ensure that Permitted Users comply with the terms of this Agreement at all times, (ii) maintain the confidentiality and security of their Wiz account credentials, and (iii) be fully responsible for any acts or omissions by a Permitted User. Customer must promptly notify Wiz upon becoming aware of any unauthorized access to or use of the Platform.

5. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of Wiz, Customer shall not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Platform (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) disclose the results of any testing or benchmarking of the Platform to any third party; (iv) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (v) use the Platform for any use in competition with Wiz’s Services; (vi) use the Platform in a manner that violates or infringes any rights of any third party; (vii) remove or alter any trademarks or other proprietary notices related to the Platform; or (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations.

6. Customer Data.

6.3 Customer agrees not to process any Protected Health Information or other information that is subject to HIPAA (“HIPAA Data”) via the Services unless Customer has entered into a Business Associate Agreement (“BAA”) with Wiz. Wiz’s Business Associate Agreement shall be provided to Customer upon request. Unless a BAA is in place, Wiz will have no liability under this Agreement for HIPAA Data, notwithstanding anything to the contrary in this Agreement or in HIPAA. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement.

7. Additional Service Terms.

7.1 Evaluations. If Customer is using the Services for a free trial, proof of concept, evaluation, one-time assessment, or other similar purpose (“Evaluation”), such Evaluation is granted for a limited period of twenty-one (21) days, (or in the case of Wiz’s One-time free assessment for up to seven (7) days), unless Wiz agrees to an extension and in each case solely for the purpose of evaluating and testing the Services to determine whether to purchase a subscription for Customer’s internal use. Wiz may terminate Customer’s access to and use of any Evaluation at any time. Evaluations are provided “as is” without guaranteed support levels, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise.

7.2 Account Data and Anonymized Data. Customer acknowledges and agrees that Wiz may collect and process information regarding the configuration, performance, security, access to and use of the Services by Customer including product usage metrics and findings generated by the Platform (“Account Data”) for its internal business purposes including to develop, improve, support, secure and operate the Services and to fulfill legal obligations. Notwithstanding the foregoing, nothing in this Agreement shall restrict Wiz’s use of Account Data that has been anonymized and/or aggregated, provided that such data does not in any way identify and cannot be reasonably associated with Customer, its Affiliates, Permitted Users or any individuals connected to Customer or Customer Confidential Information (“Anonymized Data”).

7.3 Wiz Preview Features. From time to time, Wiz may make beta, pilot, or early access features, services or functionality available to Customer on a beta-testing basis (“Wiz Preview Feature(s)”) to try at no charge. Wiz makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise regarding Wiz Preview Features, and Wiz shall have no liability of any kind arising out of or in connection with Wiz Preview Features. The SLA does not apply to Wiz Preview Features. Customer may choose to try Wiz Preview Features in its sole discretion, and Wiz, in its sole discretion, may (a) discontinue Wiz Preview Features at any time, and/or (b) elect not to make Wiz Preview Features generally available.

7.4 Customer Integrations. The Services may provide Customer with the ability to integrate certain functionalities of the Platform with applications or services separately provided to Customer by third parties (“Third Party Services”) via API integrations (“Third Party Integrations”); examples include ticketing and messaging applications, SIEM or SOAR tools, and security data management tools). Customer’s use of such Third Party Integrations is optional and Customer shall be required to take the steps set forth in the Documentation to enable a Third Party Integration. Customer acknowledges and agrees that: (a) the use of Third Party Services are subject to the terms and conditions agreed between Customer and each such Third Party Service provider; (b) Customer may be required to grant Wiz access to its Third Party Service account and/or to grant the Third Party Service provider access to its Wiz account; and (c) Customer Data may be transferred between Wiz and the Third Party Service provider as required and authorized by Customer for the interoperation with the Services. Since Wiz does not provide such third party applications or services, Wiz cannot guarantee the continued availability of such Third Party Integration and may cease supporting them at any time, including if the relevant third party ceases to make its application or service available for integration with the Services or changes the way it does so in a way that is not reasonably acceptable to Wiz. To the maximum extent permitted by law but without derogating from Wiz’s obligations under this Agreement, Wiz shall not bear and expressly disclaims all responsibility or liability of any kind relating to such Third Party Integrations, including, without limitation, for any disclosure of, access to or other processing of Customer Data by Third Party Service providers.

7.5 AI Features. From time to time, Wiz may make available certain functionalities that allow Customer to utilize artificial intelligence, machine learning, or similar technologies through the Platform in connection with the Services’ processing of Customer Data (the “AI Features”). Customer’s use of such AI Features is optional. If Customer elects to use AI Features, Customer Data will not be used to train or improve third-party foundation models without Customer’s prior written consent. Customer or its Permitted Users may provide input, including Customer Data, for use with the AI Features (“AI Input”) and receive output generated and returned by the AI Features based on the AI Input (“AI Output”). Other customers providing similar AI Input to the Al Features may receive the same or similar AI Output. Customer acknowledges and agrees that Customer is responsible for reviewing and validating AI Output for its needs and technical environment before electing to use AI Output. Customer agrees to comply with any applicable AI Feature restrictions described in the Documentation. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, WIZ DOES NOT REPRESENT OR WARRANT THAT THE AI OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE.

8. Security. The Parties shall comply with the Wiz Security Addendum which is available at https://www.wiz.io/legal/security-addendum (“Security Addendum”)

9. Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

All written or oral comments, ideas, suggestions made by Customer to Wiz regarding the Services (including user experience, functionality, and performance of the Services; collectively, “Feedback”) may be freely utilized by Wiz without attribution or compensation of any kind to Customer. Feedback shall not include any Customer Confidential Information, and Wiz shall not disclose the source of any Feedback.

12. LIMITED WARRANTIES. Wiz represents and warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, and/or (b) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.

WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:

(A) EXCEPT AS TO EXCLUDED CLAIMS (DEFINED BELOW) AND SUBJECT TO SUBSECTION (C) BELOW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OFREVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

(B) EXCEPT AS TO EXCLUDED CLAIMS AND EACH PARTY’S AND ITS AFFILIATES’ MAXIMUM LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE), SHALL NOT EXCEED THE TOTAL FEES ATTRIBUTABLE UNDER THE APPLICABLE ORDER TO THE TWELVE MONTH PERIOD OF THE CURRENT SUBSCRIPTION YEAR IN WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURS (“GENERAL LIABILITY CAP”).

(C) IN THE CASE OF PROTECTED INFORMATION CLAIMS (DEFINED BELOW), EACH PARTY’S AND ITS AFFILIATES’ MAXIMUM LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES ATTRIBUTABLE UNDER THE APPLICABLE ORDER TO THE TWELVE MONTH PERIOD OF THE CURRENT SUBSCRIPTION YEAR IN WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURS (“EXPANDED LIABILITY CAP”).

(D) THE PARTIES AGREE THAT SECTION 13 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(E) “EXCLUDED CLAIMS” MEANS (I) WIZ’S EXPRESS INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 FOR IP INFRINGEMENT CLAIMS; AND/OR (II) ANY DAMAGES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE AND/OR WILFUL MISCONDUCT; AND/OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY LAW. “PROTECTED INFORMATION CLAIMS” MEANS ANY DAMAGES ARISING FROM A PARTY’S BREACH OF SECTION 6 (CUSTOMER DATA), SECTION 8 (SECURITY), AND/OR SECTION 11 (CONFIDENTIALITY).

14. Indemnification. Wiz agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Platform, when used as permitted under this Agreement and each respective Order or Partner Order (as the case may be), infringes intellectual property rights of a third party (“IP Infringement Claim”); and Wiz will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, or that are otherwise agreed in a settlement with the prior written consent of Wiz, provided that (i) the Customer promptly notifies Wiz in writing of such claim; (ii) the Customer grants Wiz the sole authority to handle the defense or settlement of any such claim and provides Wiz with all reasonable information and assistance, at Wiz’s expense; and (iii) the Customer refrains from admitting any liability or otherwise compromising the defense in whole or in part, without the express prior written consent of Wiz. Wiz will not enter into any settlement that imposes any legal liability or financial obligation on Customer without Customer’s prior written consent.

If the Platform becomes, or in Wiz’s opinion is likely to become, the subject of an IP Infringement Claim, then Wiz may, at its sole discretion: (a) procure for the Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Wiz’s reasonable efforts, then Wiz or Customer may terminate all affected Orders and Wiz shall provide a pro-rata refund for any amount pre-paid by Customer for the remaining unused period of the Term.

Notwithstanding the foregoing, Wiz shall have no responsibility for IP Infringement Claims to the extent resulting from or based on: (i) modifications to the Platform made by a party other than Wiz; (ii) the Customer’s failure to implement software updates provided by Wiz specifically to avoid infringement; or (iii) combination or use of the Platform with software not supplied by Wiz or not in accordance with the Documentation.

This Section states Wiz’s entire liability, and Customer’s exclusive remedy, for claims or alleged or actual infringement.

15. Term. This Agreement shall enter into force and effect on the Effective Date and, unless earlier terminated in accordance with Section 16, shall remain in full force and effect until all Orders expire or are terminated (the “Term”).

16. Termination. Either Party may terminate an Order and/or this Agreement for cause with immediate effect if (a) the other Party breaches any material term or condition of an Order and/or this Agreement, and (b) such breach remains uncured thirty (30) days after the breaching Party receives written notice thereof. Upon termination or expiration of this Agreement and/or an Order: (i) all rights granted to Customer in the Platform shall expire, and Customer shall discontinue any further use and access thereof including deinstalling any Wiz provided software; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control; (iii) Wiz shall make available any Customer Data in Wiz’s possession available for Customer to download via the Platform for up to 90 days; and (iv)in the event of termination by Customer for cause, Customer shall receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. Thereafter, Wiz shall delete such Customer Data, provided that Wiz may retain Customer Data (a) stored in backups for a limited period of time in accordance with its industry standard customer deletion and backup policy or (b) as otherwise required by applicable law, and in either case, any Customer Data so retained shall remain subject to the confidentiality, privacy and security obligations in this Agreement. Section5 (Prohibited Uses), Section 6 (Customer Data),Section 7 (Additional Service Terms). Section 8 (Security), Section 10 (Intellectual Property), Section 11 (Confidentiality),Section 12 (Limited Warranties), Section13 (Limitation of Liability), Section 16 (Termination), Section 20 (Contracting Entity) and Section 21 (Miscellaneous) shall survive termination or expiration of this Agreement for any reason.

17. Customer Reference. Unless stated otherwise in an Order, Wiz shall not use Customer’s name to identify Customer as a customer of Wiz on Wiz’s websites or public marketing materials without Customer’s prior written consent.

18. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Wiz and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any Permitted User to access or use any Service in a U.S. embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, Sudan or Syria) or as may be updated from time to time, or in violation of any U.S. export law or regulation.

19. Insurance. Wiz agrees to maintain no less than the following amounts of insurance during the term of this Agreement: (a)

$2,000,000 USD in commercial general liability, per occurrence and in the aggregate; (b) $5,000,000 USD in technology errors and omissions/professional liability, per occurrence and in the aggregate, which may be combined with cyber liability; and (c) $5,000,000 USD in cyber-liability insurance, per occurrence and in the aggregate, which may be combined with technology errors and omissions/professional liability. All insurance policies will be issued by insurance companies with an AM Best Rating of no less than A-VII. Upon receipt of a written request, Wiz will provide Customer with a copy of its certificate of insurance evidencing the foregoing coverage.

20. Contracting Entity. For the purposes of this Agreement “Wiz” means Wiz Inc., a company incorporated under the laws of the State of Delaware, having its principal place of business at One Manhattan West, 57^th Floor, New York, NY 10001 or its Affiliates, as applicable. For clarity, unless a Direct Order specifies otherwise, the Wiz entity contracting with Customer hereunder will be (i) Wiz, Inc., if Customer is located outside of the UK or Europe or is purchasing via a cloud service provider marketplace; or (ii) Wiz Cloud Limited, a private limited company under the laws of England and Wales, if Customer is located in the UK or Europe and not purchasing via a cloud service provider.

21. Miscellaneous. This Agreement, including any Order(s) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Except as otherwise provided in this introductory paragraph to this Agreement, this Agreement, including any Order(s) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings, agreements and statements by the Parties with respect to such subject matter (for the sake of clarity, if Customer is purchasing a commercial subscription to the Services and the Parties have not entered into a separate MSA, then this Agreement supersedes and replaces any prior POV Agreements).

Without limiting the generality of the foregoing, this Agreement supersedes any terms or conditions (whether printed, hyperlinked, or otherwise) in any Customer's purchase order or other standardized business forms, which purport to supersede, modify or supplement this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably with held or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party to its Affiliate or in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Subject to the foregoing, this Agreement will be binding on the parties and their permitted successors and assigns. This Agreement shall be governed by and construed under the laws of the State of New York, without reference to principles and laws relating to the conflict of laws. The competent courts of New York City, New York shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party will be liable for any delay or failure to perform its obligations hereunder resulting from circumstances or causes beyond its reasonable control including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, or power outages. From time to time, Wiz may modify this Agreement. Unless otherwise specified by Wiz, changes become effective for Customer upon renewal of the then-current Subscription Term or upon the effective date of a new Order after the updated version of this Agreement goes into effect. Wiz will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or upon the effective date of a new Order, and in any event continued use of any Wiz Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.