If so, you probably intend to add or expand your managed services offerings and generate more recurring revenue soon or in the future. If so, your Managed Services Agreement (MSA) will be your most important transformation tool. 1.3 “Customer Agreement” means a managed services agreement between the Partner and a Customer that contains the Duo Services Terms and Conditions and is in accordance with Section 3.1. 2.3 Subject to full compliance with the terms of this Agreement, Duo Security will support the Partner as described in the Service Level Agreement under duo.com/legal/sla (“SLA”), which may change from time to time at Duo Security`s sole discretion. For the purposes of this Agreement, any reference to “Customer” in the SLA is rather a reference to the Partner. Notwithstanding anything to the contrary in the SLA, “Service Credit” (as defined in the SLA) means a credit equal to the number of Service Days earned by the Partner in a relevant month, based on the number of Users registered on the last day of the month in which the Service Credit was obtained (as displayed on Duo Security`s systems), in the following accounting period. 1. SUBSCRIBERS. The Subscriber agrees to be contacted by FS-ISAC to (1) verify the existence of the Company; (2) the accuracy of the address and physical location; (3) the applicant is a valid employee of the applicant undertaking having the power to bind the subscriber; and (4) the applicant company is a respected member of a recognised industry association or is duly authorised or registered with the competent supervisory authority. The Subscriber agrees to immediately notify FS-ISAC if the Subscriber becomes aware that his/her eligibility status has changed.2. PAYMENT. As payment for the Services, Subscriber will pay FS-ISAC the fees described in the Order Documents (collectively, the “Fees”).

Payment is made by credit card, ACH or bank transfer or order. Order or BESTELL information must be provided at the time of agreement. FS-ISAC does not sign orders and the terms of payment of orders cannot replace the terms of payment described herein. By providing credit card or bank account information to FS-ISAC, Subscriber authorizes FS-ISAC to charge the specified credit card or account for the annual fee. Subscriber understands that this authorization will remain in effect until the termination or written revocation of the authorization at least 30 days prior to the renewal date. Subscriber agrees to notify FS-ISAC in writing of any changes to the account information at least 30 days prior to the next billing date. Unless otherwise stated in the Agreement, all fees are due annually in advance and are not cancellable or refundable, as the first annual payment is due as a deposit at the time of performance of the Subscription Agreement. The subscriber has 30 days to comply with the agreed payment method.

If the fees remain unpaid for more than thirty (30) days after the due date, FS-ISAC may suspend the provision of all or part of the Services until such unpaid amounts have been paid in full. All fees are quoted in U.S. dollars. After at least sixty (60) days of written notification to the Subscriber, FS-ISAC may change the fees specified in the Subscription Agreement for each renewal period.3. DIRECT. All fees exclude all sales, uses, excise taxes, value added, goods and services, source deductions and other taxes, as well as all current or future duties and tariffs claimed or imposed by a government agency on Offers billed to the Subscriber and paid by the Subscriber. If the Subscriber is required by law to deduct or withhold payments due to FS-ISAC, the Subscriber will notify FS-ISAC and pay FS-ISAC any additional amount necessary to ensure that the net amount that FS-ISAC receives after deduction or withholding is equal to the amount that FS-ISAC would have received if no deduction or withholding had been required. In addition, to the reasonable satisfaction of FS-ISAC, the subscriber will provide FS-ISAC with proof that the amounts withheld or deducted have been paid to the competent governmental authority.4. TERM AND TERMINATION. This Agreement shall enter into force upon the conclusion of the Agreement and shall be renewed annually, unless terminated by either Party.

Subscriber may terminate this Agreement 30 days prior to the Renewal Date without cause.5. USE OF DATA. Subscriber hereby grants FS-ISAC a non-exclusive, non-assignable, non-transferable, royalty-free, revocable, worldwide license to use the information provided by Subscriber, including information provided through an FS-ISAC mailing list server or the FS-ISAC IntelX submission process (“Subscriber Information”), solely for the purposes set forth herein. All companies that receive information about participants are bound by an obligation of confidentiality. FS-ISAC shall not identify the Subscriber as the source of the Subscriber Information, except as provided in this Section 5. Nothing in this document should be construed as an express or implied grant of any other license, right, title or interest in the Subscriber`s Confidential Information (defined below) or any other information provided or made available by the Subscriber. This license includes (i) the right for FS-ISAC to disclose such information to other subscribers and partners, subject to and exclusively in accordance with the terms and conditions set forth in this Agreement and the Rules (defined below); and (ii) other sublicense rights granted herein to FS-ISAC, provided, however, that FS-ISAC and/or other Subscribers are not permitted to use Subscriber`s information in a manner that it assigns to Subscriber, unless the Subscriber permits it in accordance with the Rules. .

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