Halcyon Limited Warranty Agreement

This Halcyon Limited Warranty Agreement ("Warranty Agreement") is entered into by Halcyon Tech, Inc. ("Halcyon") and the Customer ("Customer") as of the effective date of the Subscription Services Agreement made between Halcyon and the Customer ("Warranty Effective Date"). This Warranty Agreement is not valid unless there is a fully executed Subscription Services Agreement. For good and valuable consideration, the sufficiency of which is hereby acknowledged, Halcyon and Customer agree as follows:

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1. Definitions

1. “Anti-Tamper Protections” refers to the security configuration in the Licensed Software that, when enabled, prevents unauthorized changes to the agent’s settings or files, ensuring that the agent continues to operate correctly and securely.
2. “Blocking Security Posture” refers to the security configuration or state in which the Licensed Software is actively set to prevent, detect, and block potential ransomware threats; process injection must NOT be disabled.  
3. “Annual Cap” refers to the maximum aggregate annual US Dollar value of Halcyon Professional Services to be provided by Halcyon personnel in response to all Ransomware Security Incidents, calculated in accordance with Halcyon’s then-current standard time and materials rates for professional services.  
4. “Endpoints” refers to any devices or computing systems that are connected to and part of Customer’s Protected Environment. 
5. “Protected Environment” refers to any computing environment, network, or system owned or controlled by Customer where Halcyon’s anti-ransomware Licensed Software is actively deployed and operational.  This includes, but is not limited to, all devices, endpoints, servers, and infrastructure where Halcyon’s Licensed Software is installed and configured to provide security, monitoring, and/or protection services.  
6. “Ransomware Security Incident”  refers to a cybersecurity event (i) in which unauthorized access or infiltration of the Customer’s Protected Environment occurs, resulting in the deployment of ransomware, (ii) characterized by the encryption of data, systems, or files within the Protected Environment, with the intent to extort a ransom payment from the Customer in exchange for the decryption key and/or the restoration of access, and (iii) that is a covered incident subject to the terms of this Warranty Agreement. 
7. “Warranty Period’ refers to the duration of time commencing on the Warranty Effective Date and extending through the term of the Subscription Period.  

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2. Warranty

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2.1 Scope

Scope. If Customer experiences a Ransomware Security Incident in its Protected Environment during the Warranty Period, subject to the balance of this Section 2, Customer’s sole and exclusive remedy from Halcyon will be the provision of incident response and recovery professional services to be provided at no cost by Halcyon personnel to support the Customer subsequent to a Ransomware Security Incident (“Halcyon Professional Services”) up to a maximum amount not to exceed the applicable Annual Cap (across all Ransomware Security Incidents) set forth in Table 1:

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If Customer purchases additional Endpoints during a year and thereby enters into a higher tier set out in Table 1 above, the Annual Cap shall be that of the higher tier, but the tiers shall not be additive.  Aggregate Halcyon Professional Services for multiple Ransomware Security Incidents that were discovered in the Warranty Period shall not exceed the Annual Cap. This limited warranty extends only to Customer and does not extend to any third parties (including, but not limited to, suppliers, service providers, end-clients, employees or agents of Customer) or any of their losses or damages. For the avoidance of doubt, Halcyon will not pay for any third-party services to respond to a Ransomware Security Incident; only the Halcyon Professional Services are provided under this Warranty Agreement.  

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2.1 Excluded Incidents

.This limited warranty does not extend to any of the following: (i) pre-existing incidents arising before the Warranty Effective Date,  (ii) Ransomware  Security Incidents that include or result from (in whole or in part)  such a pre-existing incident; (iii) security incidents resulting from the negligence of Customer or its other vendors, or failure of third party technologies.

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2.1 Disclaimer

Except for the limited warranty provided in Section 2.1 of this Warranty Agreement and any warranties provided in the Halcyon Platform Subscription Services Agreement, Halcyon software, is provided AS IS and all disclaimers in the Subscription Services Agreement apply. 

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2.1 International Warranties Subject to Separate Written Approval

For Customers located outside the United States, this Warranty Agreement, and any associated warranties, shall only be valid if explicitly approved in writing by Halcyon.  Without such written approval, no warranties or related claims shall be considered valid or enforceable.

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3. Incident Qualification

The following must be valid to be eligible for the Warranty providing Halcyon Professional Services:

1. During the entirety of the Warranty Period: (a) Customer must have an active Halcyon Subscription Services Agreement; (b) Customer’s covered Endpoints in a Protected Environment must be in the Blocking Security Posture (or higher) at all times;  (c) Customer must have Anti-Tamper Protections activated on all covered Endpoints; and (d) all Licensed Products must be used in accordance with the Documentation;

2. At the time the Ransomware Security Incident first occurs, Customer must have deployed, and must be running, on the Endpoint(s) that experienced such Ransomware Security Incident the most-recent version of the Halcyon software made available by Halcyon to Customer;

3. The event date and discovery date of the Ransomware Security Incident must occur during the Warranty Period and must not be an excluded incident set out in Section 2.2; 

4. Customer must notify Halcyon of the Ransomware Security Incident in accordance with Section 4 below; 

5. Customer must be in full compliance with Halcyon’s Subscription Services Agreement, including without limitation any payment obligations; and 

During the entirety of the Warranty Period, Customer must reasonably cooperate with Halcyon, including without limitation by implementing all reasonable remediation steps provided by Halcyon and providing all reasonably requested information.

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4. Notification

If Customer discovers during the Warranty Period a Ransomware Security Incident that occurred during such Warranty Period, Customer shall notify Halcyon of such Ransomware Security Incident by sending an email to services@halcyon.ai no later than three (3) days after the discovery date of such Ransomware Security Incident.