TERMS & CONDITIONS
GLADIATOR FORENSICS LLC
MASTER SOFTWARE LICENSE & SERVICES TERMS
(Incorporated by reference into Orders / Quotes / Invoices)
These Master Software License & Services Terms (“Terms”) govern Customer’s purchase of, access to, and use of Gladiator software products (“Software”) and related Support Services. These Terms are entered into between Gladiator Forensics LLC, a Florida limited liability company (“Gladiator”), and the entity placing an order referencing these Terms (“Customer”).
By executing an Order or using the Software, Customer agrees to these Terms.
1. ORDER OF PRECEDENCE; PURCHASE ORDERS
1.1 If there is a conflict, the following order controls: (1) the applicable Order; (2) these Terms; and (3) any Exhibit(s) referenced in the Order.
1.2 Customer purchase orders, acknowledgments, or other Customer-generated ordering documents are rejected and will not modify these Terms or any Order, even if accepted or fulfilled by Gladiator, unless Gladiator expressly agrees to the modification in a writing signed by an authorized Gladiator representative.
2. DEFINITIONS
2.1 “Authorized Users” means individuals authorized by Customer to access and use the Software, including Customer employees, contractors under Customer’s direction and control, and personnel of other government agencies temporarily sponsored by Customer for a specific investigation or case, each of whom is issued unique login credentials pursuant to Section 8 (User Accounts; Access Control).
2.2 “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or reasonably should be understood to be confidential. Confidential Information includes the Software, source code, Documentation, pricing, technical and business information, and Customer Data. Confidential Information does not include information that: (a) becomes public through no fault of the receiving Party; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.
2.3 “Customer Data” means data Customer enters, uploads to or processes in the Software, including investigative, intercept, communications, and case-related data, excluding Gladiator’s Confidential Information and system telemetry.
2.4 “Documentation” means user guides, knowledge center, technical documentation, release notes, and materials Gladiator provides for the Software.
2.5 “Deployment Model” means the environment in which the Software is hosted/installed as identified in the Order by applicable SKU(s): (a) Hosted/SaaS; (b) Enterprise – Gladiator Supported Infrastructure; or (c) Enterprise – Customer Environment.
2.6 “Fees” shall mean all fees, charges, and amounts payable by Customer to Gladiator under these Terms and any applicable Order, including Software, Services, Hardware, shipping, and reimbursable pass-through charges (excluding taxes).
2.7 “Order” means Gladiator’s quote, invoice, order form, statement of work (“SOW”), or other ordering document executed by the Parties that references these Terms.
2.8 “Support Services” means support, hosting (if applicable), installation assistance, and professional services purchased under an Order.
3. LICENSE GRANT; PERMITTED USE
3.1 License Grant. Subject to payment of Fees and compliance with these Terms, Gladiator grants Customer a limited, non-exclusive, non-transferable license during the Order Term for Authorized Users to access and use the Software solely for Customer’s internal operations, in accordance with Section 8 (User Accounts; Access Control).
3.2 No Implied Rights. No rights are granted except as expressly stated in these Terms and the applicable Order.
3.3 Use Restrictions. Customer will not (and will not allow any third party to): (a) copy, modify, or create derivative works of the Software except as expressly permitted; (b) reverse engineer, decompile, or attempt to discover the source code; (c) use the Software to develop a competing product or service; (d) resell, sublicense, or provide the Software on a service bureau or time-sharing basis; or (e) remove or obscure proprietary notices. Temporary sponsored access by personnel of other government agencies in accordance with Section 8 (User Accounts; Access Control) is permitted and will not be deemed prohibited third-party access.
3.4 Platform Interface; Screenshots. Customer and Authorized Users may capture screenshots or system-generated outputs from the Software solely for legitimate investigative, evidentiary, reporting, or court-related purposes in accordance with applicable law and Customer policy. Except for such uses, Customer shall not reproduce, publish, distribute, or use screenshots or visual representations of the Software’s user interface, workflows, or system design for marketing, training outside Customer’s organization, competitive analysis, or other public or external distribution without Gladiator’s prior written consent. The Software interface and visual design constitute Gladiator Confidential Information and proprietary intellectual property.
3.5 Feedback. If Customer provides suggestions, ideas, feedback, or recommendations regarding the Software (“Feedback”), Customer grants Gladiator a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Software or other products without restriction or compensation. Customer acknowledges that Feedback may be used without attribution and without any obligation of confidentiality.
4. FEES, INVOICING; PAYMENT
4.1 Fees. Customer will pay all fees set forth in the applicable Order (“Fees”). Unless otherwise specified in the Order, Fees are non-cancelable and non-refundable.
4.2 Invoicing. Unless otherwise specified in the applicable Order, Gladiator will invoice (i) Software and Services upon account installation and Customer being granted access to the Software and/or Services, and (ii) Hardware upon delivery to Customer, delivery to the location designated by Customer in the applicable Order, or installation and readiness for Customer use in a Gladiator-managed or third-party datacenter environment, as applicable.
4.3 Payment Terms. Unless otherwise expressly agreed in writing by Gladiator, all undisputed invoices are due and payable net thirty (30) days from the invoice date (“Net 30”).
4.4 Disputed Amounts. If Customer disputes any portion of an invoice in good faith, Customer will notify Gladiator in writing within fifteen (15) days of the invoice date and will include reasonable detail regarding the basis for the dispute. Customer will timely pay all undisputed amounts in accordance with Section 4.3.
4.5 Late Payments. Amounts not paid when due may accrue interest at the lesser of (i) one and one-half percent (1.5%) per month, or (ii) the maximum rate permitted by applicable law, from the due date until paid in full.
4.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, excise, and similar taxes associated with an Order, excluding taxes based on Gladiator’s net income. Customer will provide valid exemption documentation if applicable.
4.7 Check Payments. If Customer pays by check, payment will be deemed made only when received by Gladiator. Mailing delays do not extend payment due dates.
5. DEPLOYMENT MODELS & RESPONSIBILITIES
5.1 Customer Deployment Model. Deployment Model will be identified in the applicable Order, including by the SKU(s), line-item descriptions, and/or applicable quote or invoice notes (and any attached SOW or deployment exhibit). If the Order does not clearly identify a Deployment Model, the Deployment Model will be determined by the actual installation/hosting environment utilized for the Software.
5.2 Hosted / SaaS. If Hosted, Gladiator will host and operate the Software and apply updates as part of the hosted service. Gladiator will maintain a commercially reasonable backup process for hosted environments. Specific backup cadence and retention may change over time based on operational and security needs.
5.3 Enterprise – Gladiator Supported Infrastructure. If Gladiator provides and manages infrastructure components (including servers, firewalls and switches purchased by Customer from Gladiator), Gladiator will maintain the infrastructure components described in the Order and/or accompanying documentation.
5.4 Enterprise – Customer Environment. If Customer hosts the Software in Customer’s environment (on-prem, private cloud, or Customer-controlled public cloud), Customer is responsible for its environment, including operating system, hypervisor/cloud controls, storage, cybersecurity controls, and backup solution, except to the extent Gladiator expressly assumes obligations in the Order.
5.5 Wiretap / Intercept Content (Enterprise Deployments). Wiretap or intercept content may be processed and stored either (a) in Customer-controlled enterprise environments or (b) in a Gladiator-hosted environment, if expressly identified in the applicable Order. Regardless of Deployment Model, Customer remains solely responsible for all legal authority, minimization requirements, retention rules, handling procedures, access controls, evidentiary obligations, and compliance with applicable federal, state, and local interception laws and court orders. Where intercept content is hosted by Gladiator, Gladiator acts solely as a technology service provider and does not assume law enforcement, evidentiary, or legal compliance responsibilities.
5.6 Use of Service Providers. Gladiator may use third-party contractors, managed service providers, hosting providers, or other service providers (“Gladiator Service Providers”) to perform portions of Software hosting, infrastructure management, hardware support, or related services. Gladiator remains responsible for the performance of its Service Providers in accordance with these Terms. Such Service Providers may have access to Customer Data or Customer systems solely as necessary to provide the services and subject to confidentiality and security obligations consistent with these Terms.
6. SUPPORT; UPDATES
6.1 Support Levels. Support levels (hours, response targets, and support channels) will be as specified in the Order and/or accompanying documentation.
6.2 Customer Equipment and Connectivity. Customer is responsible for its networks, devices, operating systems, browsers, and connectivity used to access or operate the Software. Gladiator is not responsible for performance issues caused by outdated or unsupported hardware or software, insufficient bandwidth, misconfigured networks, or factors outside Gladiator’s control.
6.3 Updates and Release Management. Gladiator may update the Software from time to time. Certain updates may require Customer coordination depending on the Deployment Model and/or Customer’s environment. Gladiator may modify or discontinue non-material features so long as core functionality is not materially reduced during the Order Term.
6.4 Scheduled Maintenance / Downtime. Customer acknowledges that updates, maintenance, or infrastructure changes may require planned downtime, service degradation, or temporary unavailability (“Scheduled Maintenance”). Gladiator will use commercially reasonable efforts to provide advance notice and coordinate Scheduled Maintenance where practicable but may perform emergency maintenance or security updates without notice when reasonably necessary.
6.5 Hardware; Hardware AMC. Hardware support for Enterprise on-prem deployments is not included unless (i) Customer purchased the applicable hardware through Gladiator Forensics (or such hardware is otherwise expressly designated in writing by Gladiator as covered) and (ii) Customer is current on Hardware Annual Maintenance and Support (“Hardware AMC”) fees. Hardware AMC fees, renewal terms, and coverage scope shall be as stated in the applicable Order. If Hardware AMC is purchased and the Hardware Support Exhibit is referenced in the applicable Order, the Hardware Support Exhibit governs the scope of hardware support services, limitations, exclusions, and Customer responsibilities.
6.6 Shared Infrastructure / Multi-Agency Hardware. If the Software or Gladiator-managed infrastructure is hosted on hardware controlled by a primary Customer and shared with other agencies or third parties, the primary Customer is solely responsible for communicating maintenance windows, downtime, and planned changes to such users, unless otherwise expressly agreed in writing by Gladiator.
7. CUSTOMER DATA; DATA USE
7.1 Ownership. Customer retains all rights in Customer Data. Gladiator retains all rights in the Software, Documentation, and Gladiator Confidential Information.
7.2 Processing. Customer grants Gladiator the right to access, process, transmit, and store Customer Data solely to provide the Software and Support Services, troubleshoot/support, maintain security and integrity, and comply with law.
7.3 Customer as Data Custodian. Customer is the data owner and custodian of Customer Data. Gladiator acts solely as a technology service provider processing Customer Data on Customer’s behalf and does not determine legal authority, minimization obligations, evidentiary rules, sealing requirements, or jurisdictional retention requirements applicable to Customer Data.
7.4 Data Use Restrictions. Gladiator will not use Customer Data to develop or improve generalized machine-learning, artificial intelligence, or similar models intended for use outside Customer’s environment without Customer’s express written consent. Gladiator may use de-identified and aggregated operational metrics that do not identify Customer, individuals, targets, or cases.
7.5 Data Export; Offboarding. Upon written request by Customer and subject to payment of any applicable fees, Gladiator will provide a reasonable export of Customer Data in a format determined by Gladiator. For Hosted deployments, Customer must request export prior to termination or within the timeframe stated in the Order. For Enterprise deployments hosted in Customer’s environment, Customer is responsible for export, deletion, retention, and preservation of Customer Data stored in Customer-controlled systems, including any wiretap/intercept content.
7.6 Deletion Upon Request. Upon Customer’s written request, Gladiator will delete Customer Data from Gladiator-controlled production systems within a commercially reasonable timeframe and will provide written confirmation of such deletion upon request. Customer acknowledges that deletion may not immediately remove Customer Data from encrypted backup, disaster recovery, or archival systems, and that such data will be deleted in accordance with Gladiator’s standard retention cycles unless earlier deletion is technically feasible. After the applicable export window (or deletion request, if earlier), Gladiator may delete Customer Data in accordance with its standard procedures unless legally required to retain it.
8. USER ACCOUNTS; ACCESS CONTROL
8.1 Unique Accounts Required. Authorized Users must be assigned to an individual person with unique login credentials. Generic/shared user accounts are unauthorized and prohibited.
8.2 Named User Licenses; Designated Users; Concurrency. If the applicable Order provides for named user licenses, each license may be assigned to up to the number of individuals specified in the applicable Order (e.g., up to three (3) designated Authorized Users per license). Notwithstanding the foregoing, only one (1) designated Authorized User may be logged in and actively use the Software per license at any given time. Customer may change the designated Authorized Users by updating assignments through the Customer administrator, provided that generic/shared logins and credential sharing are prohibited.
8.3 Station Wiretap / Workstation Licenses. Notwithstanding the above, for station wiretap licenses purchased under an Order, Gladiator may assist Customer in associating a license to a designated workstation. In such cases, each user must still authenticate using a local login or other user authentication mechanism as applicable to the deployment.
8.4 Customer Administrator Responsibility. Customer is solely responsible for administration of user access, including approving, assigning, modifying, and revoking Authorized Users, and for ensuring compliance with these Terms.
8.5 Temporary Sponsored Access. Customer may temporarily authorize personnel of other government agencies to access the Software using Customer’s licenses solely for a specific investigation or case, and will promptly revoke such access when no longer required. Customer remains responsible for such users’ acts and omissions and compliance with these Terms. Temporary sponsored access does not transfer, assign, or sublicense any license rights.
8.6 Account Responsibility. Customer is responsible for all use of the Software under its account(s) and credentials, including by Authorized Users.
8.7 Wiretap / Intercept Content – Hosted Deployments. Where intercept or wiretap content is processed in a Gladiator-hosted environment, Gladiator’s role is limited to providing infrastructure, software, and technical support services. Gladiator does not control investigative decisions, minimization, target selection, sealing, disclosure, or evidentiary handling. Customer remains the data owner, legal custodian, and party responsible for compliance with all applicable interception laws and court orders.
8.8 Customer-Sourced and Imported Data. Customer may upload or import data into the Software from third-party systems, public records, CJIS systems, or other external sources (“Imported Data”). Customer represents and warrants it has all legal rights and authority to collect, use, upload, process, retain, and disclose such Imported Data. Customer is solely responsible for the legality, accuracy, licensing restrictions, retention, deletion, handling requirements, and access controls applicable to Imported Data, including CJIS or other regulated data. Gladiator does not verify the source or permissible use of Imported Data and is not responsible for Customer’s compliance with third-party terms or data-use restrictions.
9. COMPLIANCE WITH LAW; AUTHORIZED COLLECTION
9.1 Compliance with Law. Customer represents and warrants that it has all legal authority required to obtain, access, use, process, store, and disclose Customer Data in connection with the Software. Customer is solely responsible for compliance with all applicable laws, regulations, court orders, and agency policies related to the collection, handling, retention, use, and disclosure of Customer Data.
9.2 Wiretap Compliance (if applicable). Customer is solely responsible for compliance with all federal and state wiretap statutes, regulations, court orders, minimization requirements, sealing requirements, and other jurisdictional rules applicable to Customer’s investigation and handling of intercept content.
10. SECURITY
10.1 Safeguards. Gladiator will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data in Gladiator’s possession or control and to protect against unauthorized access, disclosure, alteration, or destruction.
10.2 Customer Responsibilities. Customer is responsible for maintaining the security of their account credentials and access controls for Authorized Users and for securing and properly configuring any Customer-controlled infrastructure, networks, and systems.
10.3 Security Incidents. Gladiator will notify Customer promptly upon becoming aware of a confirmed Security Incident affecting Customer Data in Gladiator’s possession or control and will reasonably cooperate with Customer regarding investigation and remediation. “Security Incident” means confirmed unauthorized access to Customer Data in Gladiator’s possession or control.
10.4 Scope. Customer acknowledges that Gladiator is not responsible for the security of Customer-controlled systems or networks or any third-party systems not managed by Gladiator.
10.5 Intercept Data Scope. Gladiator’s security obligations under this Section apply to Customer Data stored in Gladiator-controlled systems; however, Customer remains responsible for determining and implementing legally required access controls, retention periods, and handling rules applicable to intercept content.
11. CONFIDENTIALITY; NON-DISCLOSURE TO OTHER VENDORS
11.1 Confidentiality Obligations. Each Party may receive Confidential Information. The receiving Party will: (a) use it only to perform under the agreement; (b) protect it using commercially reasonable measures; and (c) not disclose it except to personnel/contractors with a need to know under confidentiality obligations.
11.2 No Disclosure to Third Parties / Non-Customers / Competitors. Customer shall not provide or disclose any Gladiator Confidential Information (including Software access, user accounts, interfaces, screenshots, recordings, materials, outputs, Documentation, training materials, or architectural information) to any third party, including without limitation any non-customer, affiliate agency, contractor, consultant, systems integrator, vendor, or competitor, without Gladiator’s prior written consent, except for temporary sponsored access expressly permitted under Section 8.5.
12. THIRD-PARTY APIs
12.1 Third-Party Integrations / APIs. The Software may support optional integrations with third-party providers through APIs (e.g., public records, intercept cell site lookups, IP addresses and GPS tracker data). Any such integrations may require Customer to maintain its own account, credentials, and API keys with the provider. Gladiator does not provide, resell, or warrant third-party services, and Customer’s use of third-party services is governed by the provider’s terms.
13. WARRANTIES; DISCLAIMERS
13.1 Limited Warranty. Gladiator warrants that during the Order Term the Software will materially conform to the Documentation under normal use. Customer’s exclusive remedy is correction, re-performance, or workaround.
13.2 Disclaimer. Except as expressly stated, the Software and Support Services are provided “as is.” Gladiator disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
14. LIMITATION OF LIABILITY
14.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GLADIATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SOFTWARE OR SUPPORT SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLADIATOR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE OR SUPPORT SERVICES SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Exceptions. The foregoing limitations shall not apply to liability arising from a Party’s gross negligence, willful misconduct, or Customer’s breach of Section 3.3 (Use Restrictions), or a Party’s breach of Section 11 (Confidentiality), or Gladiator’s gross negligence resulting in a data security incident involving Customer Data, to the extent such limitation is prohibited by applicable law.
15. INDEMNIFICATION
15.1 Gladiator IP Indemnity. Gladiator will defend and indemnify Customer against any third-party claim alleging that the Software, as provided by Gladiator and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark, and will pay finally awarded damages and settlements approved by Gladiator. Customer will promptly notify Gladiator of any such claim and provide reasonable cooperation. Gladiator will control the defense and settlement of the claim; however, Gladiator may not settle any claim in a manner that admits fault on behalf of Customer or imposes any obligation on Customer without Customer’s prior written consent.
15.2 Infringement Remedies. If the Software becomes, or in Gladiator’s reasonable opinion is likely to become, the subject of an infringement claim, Gladiator may, at its option: (a) procure the right for Customer to continue using the Software; (b) modify or replace the Software so it becomes non-infringing; or (c) terminate the affected Order and refund any prepaid, unused Fees for the terminated portion of the Order Term.
15.3 Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify Gladiator against third-party claims arising from Customer Data, Customer’s violation of law in obtaining/processing investigative data or use outside authorization.
16. SUSPENSION; TERMINATION
16.1 Suspension. Gladiator may suspend access for: (a) overdue invoices (after notice); (b) security risk; (c) misuse or violation of Terms; or (d) unauthorized accounts, including prohibited generic/shared logins.
16.2 Termination. Either Party may terminate an Order for material breach not cured within thirty (30) days of written notice. Upon termination, Customer will cease use of the Software and return or destroy Gladiator Confidential Information.
17. AUDIT RIGHTS
17.1 Audit. Gladiator may remotely review the Software’s system logs and usage reports to verify compliance with license limits, Authorized User requirements (Section 8), and Use Restrictions (Section 3.3). All information remains Confidential Information under Section 11.
18. DISPUTE RESOLUTION; GOVERNING LAW
18.1 Informal Resolution. The Parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Software, or the Support Services through informal discussions between authorized representatives of the Parties prior to initiating mediation, arbitration, or litigation.
18.2 Mediation. If a dispute is not resolved through informal discussions within thirty (30) days after written notice of the dispute, the Parties shall submit the dispute to confidential, non-binding mediation administered by the American Arbitration Association (“AAA”) or another mutually agreed mediator, unless mediation is prohibited by applicable law.
18.3 Binding Arbitration (Non-Government Customers). Except as provided in Section 18.5 (Government Customers), any dispute not resolved through mediation shall be finally resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, including the Expedited Procedures, then in effect, unless the Parties agree otherwise.
18.4 Venue. Except as otherwise required by applicable law, any judicial action permitted under this Section (including actions to compel arbitration or enforce an arbitration award) shall be brought exclusively in the state or federal courts located in Brevard County, Florida.
18.5 Government Customers. For U.S. federal, state, or local government Customers, disputes shall be resolved in accordance with applicable law and procurement requirements. Mediation or arbitration shall apply only to the extent expressly permitted by law and agreed in writing by the Parties, and venue shall be in a court of competent jurisdiction as required by law.
18.6 Governing Law. Except as otherwise required by applicable law for Government Customers, these Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles.
19. GENERAL
19.1 Assignment. Customer may not assign without Gladiator’s consent.
19.2 Subcontractors. Gladiator may use subcontractors (including managed service providers) to perform Support Services and infrastructure or hardware maintenance obligations under an Order. Any such subcontractors will be bound by written confidentiality and security obligations at least as protective as those in these Terms. Where Support Services require access to Customer systems or environments, such access will be limited to what is reasonably necessary to perform the Support Services.
19.3 Force Majeure. Neither Party will be liable for delays or failures in performance (except payment obligations) caused by events beyond its reasonable control. The affected Party will use commercially reasonable efforts to mitigate the impact and resume performance.
19.4 Entire Agreement. These Terms and the applicable Order constitute the entire agreement between the Parties with respect to the Software and Services and supersede all prior or contemporaneous agreements, proposals, and understandings on the subject matter.
19.5 Amendments to Terms. Gladiator may modify these Terms from time to time by providing reasonable notice. Customer’s continued use of the Software or Support Services after the effective date of any modification constitutes acceptance of the modified Terms.
EXHIBIT – HARDWARE SUPPORT (HARDWARE AMC)
(Incorporated by reference into Orders / Quotes / Invoices)
This Exhibit supplements the Gladiator Forensics LLC Master Software License & Services Terms (“Terms”) and applies only where referenced in the applicable Order. Capitalized terms not defined herein have the meanings set forth in the Terms.
1. PURPOSE
1.1 Purpose. This Exhibit defines the scope and boundaries of Gladiator’s hardware-related support services and clarifies responsibilities between Gladiator, Customer, and applicable manufacturers.
2. COVERED EQUIPMENT
2.1 Covered Equipment. This Exhibit applies only to hardware products purchased through Gladiator or expressly designated in writing by Gladiator as covered (“Covered Equipment”), and identified in the applicable Order. Covered Equipment may include servers/storage, firewalls, switches, and other infrastructure components required to operate Gladiator software, and RF collection or field-deployed systems and equipment (including Gladiator Autonomous Receiver (“GAR”) systems and related components).
2.2 Manufacturer Warranty Included. Unless otherwise stated in an Order, Covered Equipment purchased through Gladiator includes the manufacturer’s standard warranty/support coverage for the quoted term (e.g., Dell ProSupport), subject to manufacturer terms.
3. INCLUDED HARDWARE SUPPORT
3.1 Remote Support. Unless otherwise stated in an Order or SOW, Gladiator’s hardware support services are remote and include: (a) reasonable troubleshooting of Covered Equipment impacting system availability; (b) review of relevant health indicators (e.g., RAID/disk alerts, diagnostics); (c) best-practice guidance for reliability and compatibility; and (d) firmware/update guidance where appropriate.
3.2 Manufacturer Coordination. For Covered Equipment purchased through Gladiator and under active manufacturer warranty/support coverage, Gladiator may coordinate with the manufacturer, including case opening/tracking and replacement dispatch coordination.
4. FIELD EQUIPMENT; GAR SYSTEMS
4.1 Scope of Support. For RF collection systems and other field-deployed equipment (including GAR), Hardware AMC includes reasonable troubleshooting assistance and repair or replacement of defective components due to normal use, subject to the exclusions below.
4.2 Calibration. Where periodic calibration is recommended by the manufacturer (currently every two (2) years for GAR systems), Gladiator will coordinate manufacturer calibration services as part of Hardware AMC. A calibration certificate provided by the manufacturer will be furnished to Customer upon completion. Customer is responsible for shipping equipment to the manufacturer or designated service location for calibration, and the manufacturer will cover standard return shipping, unless otherwise stated in the applicable Order.
4.3 Coverage for Field Equipment Components. Hardware AMC for GAR and other field equipment includes repair or replacement of defective components and normal wear items resulting from ordinary use. Hardware AMC does not include damage resulting from misuse, physical abuse, unauthorized modification, improper installation, operation outside specified environmental or power conditions, or transportation damage not reported upon delivery.
4.4 Repair Logistics; Shipping. Where Covered Equipment must be returned to Gladiator or a manufacturer-authorized service center for repair or calibration, Customer is responsible for securely packaging and shipping the equipment to the designated service location. Gladiator (or the manufacturer, as applicable) will cover standard return shipping of repaired or calibrated equipment back to Customer. Customer is responsible for shipping insurance and any damage occurring during transit to the service location.
5. OUT OF SCOPE
5.1 Not included. Hardware AMC does not include, unless expressly agreed in a separate written SOW: (a) general IT or system administration; (b) network engineering, redesign, or segmentation; (c) operating system installation, configuration, patching, hardening, or ongoing maintenance; (d) hypervisor or virtualization platform support (VMware/Hyper-V/Proxmox, etc.); (e) security configuration, vulnerability management, penetration testing, or cybersecurity compliance programs (including STIG, CIS, NIST, CJIS, or similar frameworks); (f) Customer-provided hardware not designated as Covered Equipment; or (g) third-party or upstream issues outside the Covered Equipment boundary (including ISP, carrier, or Customer network changes).
6. HARDWARE LIFECYCLE; EOL
6.1 Lifecycle Limits. Customer acknowledges hardware has a finite lifecycle and failure risk increases over time. Manufacturer support, firmware availability, and replacement parts may become limited or unavailable as equipment ages. Gladiator cannot guarantee uninterrupted operation beyond manufacturer warranty/EOL limitations.
6.2 OEM Support Requirement. For Covered Equipment purchased through Gladiator, Gladiator will procure manufacturer warranty/support coverage (e.g., Dell ProSupport) for the coverage term stated in the applicable Order. Hardware AMC pricing and coverage assumptions are based on Covered Equipment being maintained under active manufacturer warranty/support. Customer is responsible for timely payment of applicable invoices to ensure continuity of such coverage. If such manufacturer warranty/support coverage lapses, Gladiator may suspend hardware support for the applicable Covered Equipment until such coverage is reinstated.
6.3 Post-OEM Support. If manufacturer warranty/support expires or Covered Equipment reaches manufacturer end-of-support/end-of-life (EOS/EOL), Gladiator may continue to provide assistance on a best-efforts basis only. Customer acknowledges that replacement parts and repairs may be unavailable or materially more costly, and Customer bears all responsibility for hardware replacement, refresh planning, and procurement. Gladiator has no obligation to provide replacement hardware or restore Covered Equipment to operation after OEM support ends.
7. CUSTOMER RESPONSIBILITIES
7.1 Customer Responsibilities. Customer is responsible for: (a) maintaining a proper operating environment, including power, cooling, and physical security; (b) providing secure, timely access required for support; (c) maintaining administrative credentials and overall system and network configuration; (d) data backups, retention, and disaster recovery; (e) internal change-control processes needed to implement fixes; and (f) security configuration, system hardening, vulnerability management, penetration testing, and compliance with applicable cybersecurity standards, CJIS requirements, and agency policies.
8. SECURITY ACCESS REQUIREMENTS
8.1 Standard Access. Gladiator will provide support using standard secure remote methods (e.g., Customer-approved VPN/jump host, remote session with Customer personnel, or Customer-provided diagnostics).
8.2 Enhanced Access Requirements. If Customer requires additional onboarding or compliance requirements (e.g., background checks, CJIS onboarding, annual training, signing Customer IT policies, or use of Customer-issued devices), such requirements are outside Hardware AMC scope unless expressly agreed in a written SOW and may require additional fees.
9. SUPPORT AVAILABILITY
9.1 Hours. Support under this Exhibit is available Monday–Friday, 8:00 a.m. to 6:00 p.m. Eastern Time, excluding Gladiator holidays, unless otherwise stated in an Order or SOW.
10. HARDWARE AMC FEE; START DATE
10.1 Fee. Hardware Annual Maintenance and Support (Hardware AMC) applies to Covered Equipment purchased through Gladiator and will be invoiced annually beginning in Year 2, at the rate stated in the applicable Order or quote.
10.2 Start Date. Hardware AMC begins on the first anniversary of the hardware delivery date (i.e., the start of “Year 2”) and is billed annually in advance, unless otherwise stated in an Order.
EXHIBIT – UK ADDENDUM
(UK-CUSTOMER HOSTING / UK ENTERPRISE)
This UK Addendum (“Addendum”) supplements the Gladiator Forensics LLC Master Software License & Services Terms (“Master Terms”) and applies only where the Customer entity identified in the applicable Order is established in the United Kingdom or where UK data protection laws apply to Customer’s use of the Software.
Capitalized terms not defined in this Addendum have the meanings set forth in the Master Terms. In the event of a conflict between this Addendum and the Master Terms, this Addendum controls UK Customers.
1. DEPLOYMENT SCOPE FOR UK CUSTOMERS
1.1 Scope. UK Customers may (a) deploy the Software in Customer’s own enterprise environment (Customer-owned server or Customer-controlled infrastructure); (b) access the Software through a Gladiator-managed hosted instance residing in a United Kingdom datacenter (“UK-Resident Hosted Deployment”); or (c) by mutual written agreement between participating agencies and as identified in the applicable Order, operate the Software on infrastructure owned or controlled by another Gladiator customer within the United Kingdom (“Shared Customer Infrastructure Deployment”). In a Shared Customer Infrastructure Deployment, each Customer remains solely responsible for its own data, legal compliance, access controls, and handling of investigative information, and Gladiator’s role remains limited to providing software and support services as described in the applicable Order.
2. GOVERNING LAW; VENUE (UK)
2.1 Law and Venue. Notwithstanding anything to the contrary in the Master Terms, for Orders with Customers established in the United Kingdom, this Addendum and the Master Terms (as modified by this Addendum) shall be governed by the laws of England and Wales, and the Parties submit to the jurisdiction of the courts of England and Wales.
3. DATA PROTECTION (UK GDPR)
3.1 Roles. Where applicable, Customer is the “controller” and Gladiator is the “processor” (or equivalent terms) of any personal data processed on Customer’s behalf under the Software (“Personal Data”).
3.2 Processing Instructions. Gladiator will process Personal Data only on documented instructions from Customer, including as necessary to provide the Software and Support Services, comply with legal obligations, and as otherwise permitted under the Master Terms.
3.3 Security. Gladiator will implement appropriate technical and organizational measures to protect Personal Data as required under applicable UK data protection laws, taking into account the nature of processing and risks to data subjects. Gladiator will ensure that persons authorized to process Personal Data are bound by confidentiality obligations.
3.4 Sub-processors. Gladiator may engage sub-processors to provide the Software or Support Services (including managed service providers) provided Gladiator ensures such sub-processors are bound by written obligations no less protective than those in the Master Terms and this Addendum.
3.5 Sub-processor Authorization and Notice. Customer provides general authorization for Gladiator to engage sub-processors to process Personal Data in connection with the Software and Support Services. Upon written request, Gladiator will provide notice of any material changes to its sub-processors.
3.6 Data Subject Requests. Customer is responsible for responding to data subject requests. Gladiator will provide commercially reasonable assistance to Customer to enable Customer to respond to such requests to the extent required by applicable law.
3.7 International Transfers. Gladiator does not intend to transfer Personal Data outside the United Kingdom in connection with UK-Resident Hosted Deployments except as necessary for support, security, or operational administration. To the extent any transfer of Personal Data outside the UK occurs, Gladiator will ensure such transfer is made in compliance with applicable law, including through appropriate transfer mechanisms such as the UK International Data Transfer Agreement (IDTA) or other lawful transfer mechanisms.
3.8 Data Processing Agreement. If required, the Parties may execute a separate data processing agreement (“DPA”). This Addendum is intended to satisfy core DPA requirements for UK Customers unless a separate DPA is executed.
4. EXPORT; SANCTIONS
4.1 Compliance. Customer shall comply with applicable export control and sanctions laws and regulations of the United Kingdom and the United States to the extent relevant to Customer’s use of the Software.
5. BUSINESS-TO-BUSINESS ONLY
5.1 Non-Customer Use. Customer confirms it is entering into the Master Terms (as modified by this Addendum) in the course of business and not as a consumer.
6. INTERCEPT / WIRETAP CONTENT (ENTERPRISE ONLY)
6.1 Enterprise Only Content. Customer acknowledges that wiretap/intercept content is processed and stored only within Customer-controlled enterprise environments and is not processed within UK-Resident Hosted Deployments unless expressly agreed in an Order. Customer is solely responsible for compliance with all applicable UK and local interception laws, minimization requirements, handling rules, access controls, disclosure restrictions, sealing requirements, and retention/destruction requirements applicable to such content.