Harmonic Security | Subscription Agreement

Harmonic Security Subscription Agreement

Subscription Agreement (the “ Agreement”) is made and entered into on the last signature date on the Order Form (the “ Effective Date”) by and between Harmonic (defined below) and the company identified on the Order Form (“ Customer”).

DEFINITIONS.

Capitalized terms shall have the meanings set forth in this section or in the section where they are first used.

• Affiliates: means a parent, subsidiary or other entity which controls the party or which the party controls or which is under common control with the party. For purposes hereof, control means direct or indirect ownership of more than fifty percent (50%) of the voting interest.
• Aggregated and Anonymized Research Data: means data, statistics, metrics, analyses, or insights derived from Customer Content, Operational Usage Data, or use of the Service, only in aggregated and anonymized form, such that no Customer, Authorized User, or individual is identified or reasonably identifiable.
• API: means the set of protocols, routines, functions, and tools, including a Model Context Protocol (" MCP") gateway provided by Harmonic that allows software applications to communicate or to instruct or exchange data with or access the features of the Service.

SERVICE RIGHTS AND RESTRICTIONS.

License Grants.

• License to Solution: Subject to the terms and conditions of this Agreement, Harmonic grants to Customer a non-exclusive, worldwide, non-transferable (except as specified herein), non-sublicensable license during the Term, solely for its Authorized Users, in accordance with the Documentation to: (a) access and use the features and functions of the Solution; and (b) access, use, store, print and copy the Documentation.

• License to Traffic Intercept Agent: A subscription to the Service also includes the Traffic Intercept Agent for use with the Solution. Harmonic grants to Customer a non-exclusive, worldwide, non-transferable (except as specified herein), non-sublicensable license during the Term for Authorized Users.

• License to API, Endpoint Agent and MCP Gateway: Subject to the terms and conditions of this Agreement, Harmonic grants to Customer a non-exclusive, worldwide, non-transferable license during the Term, in accordance with Documentation, to access and use the API and, or the Endpoint Agent and, or the MCP Gateway.

Restrictions.

Except as may be expressly permitted by applicable law, Customer agrees that it will not, and will not permit any Authorized User or other party to:

• permit any party to access the Service, other than the Authorized Users;
• modify, adapt, alter or translate the Service;
• sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any third party;
• reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Service;
• use or copy the Service except as expressly allowed under this Agreement.

Confidentiality.

“Confidential Information” means any and all proprietary, financial, business, legal and technical information or trade secrets of the disclosing party, including, without limitation, product plans, designs, source code, marketing plans, business opportunities, customers (whether current, past or prospective), strategies, processes, suppliers, personnel, research, development or know-how related to the disclosing party’s business.

INDEMNIFICATION.

By Harmonic: Harmonic will indemnify, defend and hold harmless, at its own expense, Customer, its Affiliates and its and their respective directors, officers, agents and employees from and against any and all actual or threatened third-party claims, demands, actions, proceedings, or suits (“ Claim”).

By Customer: Customer will indemnify, defend and hold harmless, at its own expense, Harmonic and its Affiliates from and against any and all Claims arising out of or relating to: (i) an Exclusion; (ii) any allegation that the Customer Content infringes, misappropriates or otherwise violates a third party’s intellectual property rights.

TERM AND TERMINATION.

The term of this Agreement will commence on the Effective Date and continue in full force and effect for as long as any such Order Form remains in effect.

Termination: Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement.

MISCELLANEOUS.

The parties are independent contractors. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed below.

This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles. If any provision of this Agreement is held to be invalid or unenforceable by any court, the validity of the remaining provisions hereof shall not be affected.