Terms of Service

1. Sass Services

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During the Subscription term, Customer will receive a non-exclusive, non-assignable, non-sublicensable, royalty free, worldwide right to access and use the Saas Services solely for its internal business operations subject to the terms of this Agreement and up to the number of application users documented in the Order Form.

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Valorant will provide Customer with Support Services with respect to the Saas Services so long as Customer has paid all outstanding Subscription Fees at the time such Support Services are required.

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Customer acknowledges that this Agreement is a services agreement, and Valorant will not be delivering copies of the Software to Customer as part of the Saas Services, in case of a self-hosted deployment, Valorant will provide the Customer the capability to host the Customer Content and the SaaS's service on the Customer's servers.

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Valorant shall work with the Customer and provide onboarding and training assistance for the SaaS's services to be availed by the Customer as agreed by the Parties mutually in the Order form.

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2. Orders

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This Agreement does not itself obligate the parties to purchase or provide Subscriptions. Such obligations will be documented in additional attachments to this Agreement that describe the Subscription and the related fees (each, an "Order form” o "Order"), If Customer will be participating in a trial of the Valorant Platform, a separate "Trial Addendum" will be appended to the Order Form. An explicit conflict between these agreements will be resolved according to the following order of precedence: (1) an Order; and (2) this Agreement. The Professional Services shall be provided in accordance with the Statement of Work ("SOW") or the Order Form executed by the Customer, if applicable, and shall be provided remotely (and not at Customer's premises), unless otherwise agreed in writing between the Parties in the SOW or Order Form.

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3. Customer's obligations:
   
   1. Assistance: Customer shall provide commercially reasonable information and assistance to Valorant to enable Valorant to deliver the Saas Services. Upon request from Valorant, Customer shall promptly deliver Customer Content to Valorant in an electronic file format specified and accessible by Valorant and provide access to training/development environment of the Application. Customers shall make necessary connections with business/technical teams and shall explain business objectives and processes to Valorant. Customer acknowledges that Valorant's ability to deliver the Saas Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.
   2. Compliance with Laws: Customer shall comply with all applicable local, state, national, and foreign laws in connection with its use of the Saas Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Valorant exercises no control over the content of the information transmitted by Customer or the End User through the SaaS Services. Customers shall not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such rights.
   3. Platform Access: Customer shall be solely responsible for the acts and omissions of its Platform Users. Valorant shall not be liable for any loss of data or functionality caused directly or indirectly by the Platform Users.
   4. Customer Content: Customer is solely responsible for collecting, inputting, and updating all Customer Content stored on the Software, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other Intellectual Property Right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive, or malicious. Customer shall (i) notify Valorant immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Valorant immediately and use reasonable efforts to stop any unauthorized use of the Service that is known of suspected by Customer or any End User, and (iii) not provide false identity information to gain access to or use the Service. Customer owns and shall retain all right, title, and interest in and to the Customer Content which is (1) provided by Customer to Valorant for the purpose of the provision of the Service and/or the Professional Services; (2) created by Customer using the Service, and/or (3) to the extent applicable, created by Valorant specifically for Customer under the provision of Professional Services, and which incorporates or is based on Customer's copyrighted work and/or Customer's Confidential Information, Customer Content specifically excludes Content provided by Valorant which does not use Customer Content, the Software's "look and feel, and Valorant's Confidential Information and intellectual Property Rights.
   5. License from Customer: Subject to the terms and conditions of this Agreement, Customer shall grant to Valorant a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display, and transmit Customer Content solely as necessary to provide the Saas Services to Customer pursuant to this Agreement and the applicable Order form.
   6. Ownership and Restrictions: Customer retains ownership and Intellectual Property Rights in and to its Customer Content. Valorant or its licensors retain all ownership and Intellectual Property Rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology, if any, that may be appropriate or necessary for use with some Valorant programs is specified in the program Documentation or ordering document as applicable. Customer's right to use such third-party technology is governed by the terms of the third-party technology license agreement and not under the Agreement.
   7. Suggestions: Valorant shall have a royalty free, worldwide, irrevocable, perpetual license to use and incorporate into the Saas Services, any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including End Users, relating to the operation of the Saas Services

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4. Restrictions

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Customer shall not, and shall not permit anyone to: (i) copy or republish the Saas Services or Software, (ii) make the Saas Services available to any person other than authorized End User, (iii) use or access the Saas Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation or copy, modify, transmit, distribute, frame or mirror any of the Software in any form or media or by any means, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Saas Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise  attempt to derive the source code of the Software used to provide the Saas Services, except and only to the extent such activity is expressly permitted by applicable law, (vii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the SaaS Services or Software available to anyone other than the End Users or (viii) access the Saas Services or use the Documentation in order to build a similar product or competitive product.

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5. Ownership Rights
   
   1. Provision of the Platform: Valorant will make the Valorant Platform available to Customer through the web browsers specified on the Order and will maintain the hardware and software necessary to do so. Valorant may update the feature or functionality of the Valorant Platform at any time but will not materially diminish the functionality available to Customer and will provide Customer with access to every product improvement consistent with the scope established in the Order, when and if generally available. Any such updates shall not incur any additional charges for Customer without prior written agreement by Customer.
   2. Valorant Platform: Valorant owns the Valorant Platform, including all modifications, improvements, and derivative works created during the term of a Subscription. 
   3. Intellectual Property: Subject to the limited rights expressly granted by Valorant in this Agreement, Valorant and its affiliates, and their licensors and suppliers, retain all title and interest, including any Intellectual Property Rights they hold in, the Platform, Services, and its related documentation, and any confidential information in connection therewith ("Valorant IP").

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6. Platform and Services Warranty
   
   1. Express Warranties: The Valorant Platform will perform in a manner consistent with this Documentation and the Order(s) (the "Solution Warranty"). Any implementation or professional services provided by Valorant pursuant to an Order ("Services") will be provided in a professional and workmanlike manner, consistent with this Agreement and the Order (the “Services Warranty").
   2. Remedy for Failure of the Solution Warranty: Upon the receipt of written notice of a Solution Warranty breach, Valorant will provide a correction at no charge if Valorant cannot correct the breach within forty five (45) days from receipt of the warranty notice, then Customer may terminate the affected Order at any time within the next thirty (30) days and receive (i) if the breach notice was received fewer than ninety (90) days after the Effective Date, a refund of all subscription fees paid for Services actually rendered by Valorant; or (ii) if the notice was received at any other time, a prorated refund of subscription fees from the date of the warranty notice. This is Customer's sole and exclusive remedy for a beach of the Solution Warranty.
   3. Disclaimer of Other Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALORANT PROVIDES THE VALORANT PATTORM “AS IS” MAKES NO WARRANTY OF ANY KIND EXPRESS OR IMPLIED WITH REGARD TO THE VALORANT PLATFORM OR SERVICES, AND DISCLAIMS ALL OTHER WARRANTIES,SUCH AS: (1) WITHOUT PREJUDICE TO CUSTOMERS RIGHT TO SERVICE CREDITS FOR A FAILURE TO MEET VOLRANTS UPTIME COMMINTMENTS, ANY WARRANTY THAT THE VALCORANT PLATFORM AND SERVICES WILL BE ERROR FREE, VIRUS FREE ON UNINTERRUPTED; AND (2) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, FOR A PURTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT.

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7. Payments
   
   1. Invoicing: Unless otherwise provided in the Order Form, Valorant shall invoice Customer for all fees on the Order Form effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable, are payable in the currency detailed in the Order Form, and must be paid by Customer to Valorant in such currency.
   2. Expenses: Customer will reimburse Valorant for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Valorant shall notify Customer prior to incurring any such expense Valorant shall comply with Customer's travel and expense policy if made available to Valorant prior to the required travel.
   3. Taxes: Invoiced amounts are payable in full, without reduction for transaction taxes (which will be construed broadly so as to include all amounts payable to a government entity as a result of the transaction or the provision of services that it contemplates, such as value added taxes, consumption taxes, goods and services taxes, GST/HST, excise, sales, use or similar taxes, and withholding taxes, regardless of the entity imposing the tax or the party on whom the tax is imposed). Customer is required to pay all such transaction taxes, either directly or by increasing payments to Valorant to offset Taxes that Customer is required to deduct from payments. If Valorant has a legal obligation to pay or collect Tax imposed on Customer, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Valorant with a valid tax exemption certificate.

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8. Term and Termination
   
   1. Term of Agreement: The term of this Agreement shall begin on the Effective Date and shall continue until terminated by ether party by providing 90 days' advance notice to the other Party.
   2. Termination: The Subscription Term shall renew for successive Subscription Terms unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then current Subscription Term.
   3. Suspension for Non-Payment: Valorant reserves the right to suspend delivery of the Saas Services if customer fails to timely pay any undisputed amounts due to Valorant under this Agreement, but only after Valorant notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Saas Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Valorant shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Saas Services resulting from Customer's non-payment.
   4. Suspension for Ongoing Harm: Valorant reserves the right to suspend delivery of the Saas Services if Valorant reasonably concludes that Customer or an End User’s use of Saas Services is causing immediate and ongoing harm to Valorant or others. In the extraordinary case that Valorant must suspend delivery of the SaaS Services, Valorant shall immediately notify Customer for the suspension, and the parties shall diligently attempt to resolve the issues. Valorant shall not be liable to Customer or to any third party for any liabilities, claim, or expenses arising from or relating to any suspension of the Saas Services in accordance with this Section 7.4. Nothing in this Section 7.4 will limit Valorant’s rights under section 7.5 below. This Agreement may be terminated (i) by Valorant if Customers breaches a term of this Agreement that remain uncured for 30 days (or, in the case of non-payment, five days) after delivery of notice of such breach, or(ii) if Customer becomes the subject of a petition in bankruptcy of any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of the creditors not dismissed within 30 days.
   5. Notwithstanding the foregoing, without affecting any others right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if (a) the other party commits a maternal breach of any term of this Agreement, which breach is irremediable or (if such beach remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so; or (b) the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors( other than in relation to a solvent restructuring), being wound up whether (voluntarily or by order of the court, unless for the purpose of a solvent restructuring ), having a receiver appointed to any of its assets or ceasing to carry on business or , if the step or action is taken in another jurisdiction , in connection with any analogies procedure in the relevant jurisdiction , or it ceases or threatens to ceases to carry on business. 
   6. Effect of termination: (a) Upon termination of this Agreement of expiration of the Subscription Term, Valorant shall immediately cease providing the Saas Services and all usage rights granted under this Agreement shall terminate. (b) if Valorant terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to Valorant all amounts then due under the Agreement and to become due during the remaining terms of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Valorant, then Valorant shall immediately repay to Customer all prepaid amounts for any unperformed Saas Services scheduled to be delivered after the termination date. (c) Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties .

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9. Confidentiality
   
   1. Controlling Statement of Obligations: The terms of this Confidentiality provision supersede any non-disclosure or confidentiality agreement entered into by the parties prior to the Effective Date of this Agreement.
   2. "Confidential Information" means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable, or other tangible form, is marked as "confidential" or "proprietary" (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be "confidential" or "proprietary" within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. Valorant software and Documentation are deemed Confidential Information of Valorant.
   3. Confidentiality Restrictions: During the term of this Agreement and for 5 years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party Confidential information. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need to know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
   4. Exceptions: Confidential information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosure to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers, and investors.

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10.  Indemnification
    
    1. Intellectual Property Indemnification by Valorant: Valorant will defend against claims, causes of action, and investigations by third parties or government agencies and will pay the resulting judgments, lines, settlements, court costs, and reasonable attorney's fees (to "Indemnify") Customer for claims alleging that the Valorant Platform infringes Intellectual Property Rights, including trademarks, patent, copyright, or trade secret, subject to the following limitations under which Valorant will have no obligation to indemnify Customer: (i) if the alleged infringement arises from the unauthorized use by Customer of the Valorant Platform, (ii) if the alleged infringement arises from a combination of the Platform or any Services with software, hardware, or data not provided by Valorant or contemplated in any Platform or Services documentation; (iii) if the alleged infringement arises from a modification of the Platform or any Services not done or authorized by Valorant; or (iv) if the alleged infringement arises from a violation of Customer's obligations under Section 3 ("Customer's obligations"). 

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If the Customer establishes a reasonable and substantiated belief that use of the Valorant Platform will be enjoined due to an infringement claim, then Valorant will use commercially reasonable efforts to substitute the affected functionality with a non-infringing alternative or to procure a license to allow for the continued use of the affected functionality. If use of the Valorant Platform is enjoined and if Valorant has not provided a non-infringing alternative, then Customer may, within thirty (30) days of the date of the injunction, terminate the affected Order immediately upon written notice and receive a refund of the unused portion of prepaid fees.

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2. Indemnification by Customer: If a third party makes a claim against Valorant that the Customer Content infringes any patent, copyright, or trademark, or misappropriates any trade secret, Customer shall defend Valorant and its directors, officers, and employees against the claim at Customer's expense and Customer shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

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3. Indemnification Requirements and Procedure: The party seeking indemnification shall promptly notify the indemnifying party in writing of any action for which it seeks indemnification pursuant to this Section and cooperate with the indemnifying party at indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such action and shall employ counsel to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnifying party shall not settle any action any terms or in any manner that adversely affects the rights of any indemnitee without the other party's prior written consent, which shall not be unreasonably withheld or delayed. Any Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choice

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11. Limitation of Liability

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Neither party (nor any licensor or other supplier of Valorant) shall be liable for indirect, incidental, special, or consequential damages, including, without limitation, damages for lost business, profits, data, or use of any service, incurred by either party or any third party in connection with this Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Neither party's aggregate liability for damages under this Agreement, regardless of the nature of the claim (including negligence), shall exceed the fees paid or payable by Customer under this Agreement during the 12 months preceding the date the claim arose. The foregoing limitations shall not apply to the party’s obligations (or any breach thereof) under section entitled “Restriction” “Indemnification”, or "Confidentiality”.

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12. Marketing

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Valorant may partner with Customer on a case study, subject to Customer's prior written approval, to demonstrate the launch and success of its program. Customer grants Valorant a limited, non-exclusive, worldwide license to use its trademark for these purposes, upon such written approval. Valorant may list Customer on its customer list, pursuant to a successful launch of the Valorant Platform. 

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13. Notices:

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Notifications required under this Agreement or an Order in relation to breach, disputed payments, audit, or indemnification will be provided in writing (email will suffice) to the following contacts:

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Customer 

700 Saint Antoine E

H2Y 1A6 

Montreal, Qc

Email: 

Attn: 

Valorant, LLC

200 East Randolph Street, Suite 5100

60601

Chicago, IL, United States

Email

Attn: 

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Notice will be effective as of the date of delivery.

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14. General Terms:

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1. Authority: Each party certify and warrants that it has the authority to enter into this Agreement and each Order. 
2. Assignment: Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the Business of such party to which this Agreement relates, whether by merger, asset sale, or otherwise. This Agreement shall be binding upon and inure to the benefit of the party’s successors and permitted assigns.
3. Subcontractors Valorant may utilize subcontractors to provide services, provided that: (1) Valorant has bound the subcontractor to agreements requiring it to conform to law, regulation, industry standard, and the quality and confidentiality standards reflected in this Agreement; (i) any subcontractors with access to Customer Content will be bound by the data security and privacy terms mutually agreed between the parties; and (iii) Valorant remains responsible for the delivery the scope established in the Order Form.
4. Survival: All terms that must survive termination in order to have their customary effect, including terms related to confidentiality, indemnification, and limitation of damages and liability, will survive termination of expiration of this Agreement.
5. Force Majeure: No party will be deemed to have breached this Agreement or any Order if its failure to perform was caused by events beyond that party's reasonable control, such as mass failure of internet infrastructure, civil unrest, pandemic, natural disasters, acts of war, terrorism, third-party labour strikes or disputes, or acts of God.
6. Independent Contractors: The parties are independent contractors. Neither party has the right to bind the other and neither party will make any contrary representation to a third party.
7. Export Compliance: Customer will comply with the export control and economic sanctions laws and regulations of the United States and other applicable jurisdictions. Consistent with that obligation, Customer will not make the Valorant Platform available to any person or entity that is: (i) located in a country that is subject to a U.S. government embargo, (ii) listed on a US government list of prohibited or restricted parties, or (iii) engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
8. Anti-Bribery and Corruption Laws and Compliance: Parties shall comply, and shall ensure that each of its subcontractors and personnel complies, with all applicable anti bribery and corruption laws in connection with the Agreement. Violation of this section will constitute a material breach of this Agreement.
9. Dispute Resolution: Customer's satisfaction is an important objective to Valorant in performing its obligation under this Agreement. Except with respect to Intellectual Property Rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
10. Arbitration, Governing Law and Forum: Disputes arising from this Agreement will be settled by arbitration administered by the American Arbitration Association under its procedural Commercial Arbitration Rules and the substantive law of the United States of America and the State of Illinois, and judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction, this provision will not impair either party's ability to receive injunctive or other equitable relief from any court with jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 
11. No Waiver: The failure of a party to timely unforce an obligation under this Agreement or their Order will only be construed as a waiver if given in writing and will not act to waive any other obligation, including any future occurrence of the waived obligation. 
12. Complete Agreement: This Agreement and each Order contains the full agreement of the parties (superseding all prior or contemporaneous agreements) and may only be amended by a writing signed by both parties. Notwithstanding anything to the contrary therein, terms or conditions stated in Customer order documentation (e.g., a customer purchase order) will be null and void. Neither party enters into this Agreement or Orders based on representations not stated in these documents, and there will be no presumption against either party as the drafter thereof. 

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So, agreed by each party through its authorized signatory:

Customer

Valorant, LLC

Signature:

______________________________

    Signature:

______________________________

Name:

______________________________

    Name:

______________________________

Title:

______________________________

    Title:

______________________________

Date:

______________________________

    Date:

______________________________

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ATTACHMENT A

Privacy and Security Addendum

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The Valorant Platform is subject to the following privacy and data security terms:

1. Security Program and Standards. Example: Valorant maintains a written information security program that contains appropriate administrative, technical and physical safeguards to protect Customer data, and that comply with industry standards for security controls. Further, Valorant is audited to a SOC 2 Type II standard and will provide summarized copies of its SOC2 Type II report to Customer upon request.

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2. Physical Security. Example: Customer Data for the Valorant Platform will be stored on Amazon Web Services. More information about Amazon Web Services security can be found at https://aws.amazon.com/security/. 

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3. Network Security. Example: Valorant will use industry standard firewall and encryption technologies to protect the public gateways through which Customer’s data travels.  Sensitive data tables use row-level encryption. Valorant uses features such as HSTS (HTTP Strict Transport Security) to maximize the security of our data in transit. Server TLS keys and certificates are managed by AWS. Valorant will use commercially reasonable efforts for protection against and detection of common network attacks. Valorant will monitor its network for attacks and will deploy appropriate processes to manage vulnerabilities.  

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4. Host/Access Management.  Example: User access to the Valorant Platform will be controlled through a username and password combination, managed by Valorant. Valorant implements human authentication measures to thwart automated attacks/access attempts.

5. Application Security. Example: The software development for the Valorant Platform follows a secure lifecycle, including source code management and appropriate reviews. 

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6. Penetration Testing. Example Valorant engages a third-party penetration testing firm to conduct a penetration test of its systems annually.  All areas of the Valorant product and cloud infrastructure are in-scope for these assessments. 

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7. Security Education. Example Valorant provides comprehensive security training to all employees upon onboarding and annually through educational modules within our compliance provider.  All new engineers attend a mandatory live onboarding session focused on secure coding principles and practices. Valorant’s security team shares regular threat briefings with employees to inform them of important security and safety-related updates that require special attention or action.

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8.  Endpoint Protection: Example: All corporate devices are centrally managed and are equipped with mobile device management software and anti-malware protection. Endpoint security alerts are monitored with 24/7/365 coverage.

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9. Compliance with Data Protection Laws. Example: In providing the Valorant Platform products and services to Customer, Valorant shall comply with applicable laws and regulations concerning privacy, data protection and confidentiality of communications. 

Upon becoming aware of any confirmed unauthorized or unlawful breach of security that leads to the destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data (a “Security Incident”), Valorant shall notify Customer without undue delay, and in any event within 48 hours. Valorant shall provide timely information relating to any Security Incident as it becomes known or as is reasonably requested by Customer. Valorant shall promptly take reasonable steps to mitigate and, where possible, to remedy the effects of any Security Incident.

10. Data Collection and Access. Example: The Valorant Platform enables requestors to submit request forms describing sales opportunities, vendor contracts and other matters that arise within the Customer’s business for engagement and response of its core user team (Legal, HR, Compliance, or Finance). The data and documents submitted in these request forms and in the request tracker are within Customer's control.  Valorant provides Customer with self-help tools (such as deletion tools) and it is Customer’s responsibility to ensure compliance with applicable laws and regulations related to such data. Valorant personnel accesses live production Customer Data strictly on an as-needed basis only. 

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Customer shall not submit or input any of the following categories of information to the Valorant Platform: bank account numbers, payment card or credit card information, transaction information, government identification numbers including (but not limited to) social security numbers, state identification numbers, driver’s license numbers, passport numbers, or sensitive personal information including (but not limited to) religious beliefs, health, sexual orientation, race, and union membership.  Valorant will not be liable for non-compliance with laws and regulations that apply to the processing of the foregoing categories of information. 

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ATTACHMENT- B

DEFINITIONS

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1. “Platform User" or "End User(s)" means each Customer employee designated by Customer to serve as a user of the Valorant Platform on Customer's behalf, each Platform User must complete training and qualification requirmeents reasonable requested by Valorant. 
2. "Affiliate" means, in relation to a Party, such Party's holding companies and the direct or indirect subsidiary of such holding from time to time.
3. "Customer Content" means all data and materials created or provided by Platform User to Valorant for use in connection with the SaaS Services, including, without limitation, flows, text snippets, images, and videos.
4. “Documentation" means the user guides, online help, release notes, training material, and other documentation provided or made available by Valorant to Customer regarding the use or operation of the Saas Services.
5. "End User Data" means any data or information of any End User that is provided to or obtained by any Party in the performance of its obligations under this Agreement, including but not limited to, all lists of End Users, former End Users and all information relating to and identified with such End Users.
6. "Intellectual Property Rights" means all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names mask work rights, trade secrets, moral rights, author's rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction; (ii) intangible legal rights interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know how, and ;(iii) all derivatives of any of the foregoing.
7. "Order Form” shall mean the Order Form executed by Valorant and Customer, defining the scope of Customer's subscription plan for use and access of the Software.
8. “Professional Services" means consulting, implementation, or other services that may be provided by Valorant to Customer hereunder and that may involve analysis, development, technical support, integration, and training, as set forth in more detail in the SOW or Order Form.
9. "Software" means the object code version of the Valorant Platform software to which Customer is provided access as part of the Service, including any updates or new versions under the brand name "Valorant".
10. “Saas Services" means the cloud based Software as made available by Valorant to Customer hereunder in a hosted-software-as-a-service format, and including all upgrades, updates, and patches to the SaaS Services that Valorant makes available for general release at no additional charge to its Customers.
11. “Support Services" means the technical support services for the Saas Services available at shared link ("Support Terms").
12. “Subscription Term" shall mean that period specified in the applicable Order Form during which Customer will have online access and use of the Software through Valorant's SaaS Services. The Subscription Term shall renew for a successive Subscription Term, unless terminated in accordance with this Agreement.
13. “Subscription Fees" or "Fees" shall mean the amounts as mentioned in the applicable Order Form.

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ATTACHMENT C

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ORDER FORM

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