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General Terms and Conditions
These General Terms and Conditions ("General Terms") govern the use of Mimecast's products and services (collectively,
the "Services") and are entered into by the parties set out below.
Some Services (including where provided as Trial Services) are subject to additional terms and conditions ("Supplemental
Terms") which are posted to www.mimecast.com/contracts. The Supplemental Terms and each Services Order (as
defined in Section 1.1) are each incorporated into these General Terms. In the event that there are conflicting terms, the
order of precedence shall be as follows: mutually signed Services Order, applicable Supplemental Terms, and these
General Terms. No Services Order shall add to or amend these General Terms unless signed by both parties.
Customer and Mimecast each agree to these General Terms as a condition of the provision of the Services by Mimecast.
However, Customer may opt to contract separately with a reseller ("Reseller") as to the pricing and invoicing for the
Services, in which case Section 9 of these General Terms ("Payment") will have no effect and any refunds or service
credits payable in accordance with these General Terms, shall be paid to Reseller.
Mimecast North America, Inc. ("Mimecast")
Registration Number (if applicable):
Address:
191 Spring Street, Lexington, MA 02421
1. Services.
City of Tukwila ("Customer")
Registration Number (if applicable):
Address:
6200 Southcenter Blvd., Tukwila, WA 98188
1.1 Provision of Services. Mimecast will provide the Services described in the applicable Services Order for
the duration of the Services subscription term as noted in the applicable Services Order ("Subscription Term") (including
any Renewal Term as noted in Section 8 herein). A "Services Order" is a transactional document such as a signed
customer quote, a customer confirmation, a partner quote, a mutually signed partner purchase order, or a statement of
work, that describes the Mimecast services to be provided to Customer ("Services Description") and may be submitted
to Mimecast by Customer or Reseller. The Services will perform materially in accordance with the service specific
documentation posted at https://community.mimecast.com/community/knowledge-base ("Documentation") and as
described herein. In addition, some Services are subject to performance targets ("Service Levels"). Support Services
("Support") and Service Levels descriptions are available at www.mimecast.com/contracts.
1.2 Usage Metrics. Services may be based on different usage metrics, including Domains (as defined in the
applicable Supplemental Terms), Takedowns (as defined in the applicable Supplemental Terms), or Permitted Users.
Where "Permitted Users" is the usage metric, all Permitted Users of the Services must be individuals employed by or
otherwise under Customer's control. Customer may increase the number of Domains, Takedowns, or Permitted Users
listed in a Services Order or add Services at any time during the Subscription Term. However, Customer must provide
Reseller or Mimecast with advance notice prior to adding additional Domains, Takedowns or Permitted Users to
Customer's account, and additional fees may apply. During a Subscription Term, it is not possible for Customer to (i)
reduce the number of Domains, Takedowns or Permitted Users; (ii) downgrade any of the Services ordered; or (iii) remove
any of the Services ordered. Such changes may be made effective at the start of a Renewal Term, but only if Mimecast
receives notice of such change not less than thirty days prior to the renewal date.
1.3 Hosting Jurisdiction. The "Hosting Jurisdiction" means the country where the data centre hosting the
Customer Data is located which will be the location of the Mimecast contracting entity set out above, unless noted
otherwise in the Supplemental Terms or agreed otherwise in writing between the Parties. Please note, the Hosting
Jurisdiction may differ dependant on the Service provided.
1.4 Professional Services. Mimecast will provide professional services to Customer ("Professional
Services") if noted in a Services Order. Mimecast will perform such Professional Services in a professional and
workmanlike manner, consistent with industry standards. In the event Mimecast's performance does not conform as
General Terms Negotiated 15th Sep 2022 Page 1 of 9
described in the applicable Services Order, Customer will notify Mimecast of such failure within fifteen days after delivery
of the Professional Services ("Acceptance Period"). Promptly after receipt of Customer's notice, Mimecast will re -perform
the non -conforming Professional Services at no additional cost to Customer, as Customer's exclusive remedy. After the
Acceptance Period, any additional Professional Services will be subject to a new Services Order. Mimecast shall not be
deemed in breach of its obligations under this Section 1.4 to the extent that Mimecast is delayed or prevented from
performing due to an act or omission of Customer. In the event that Mimecast provides access to the Simply Migrate
Software (as such term is defined in the Simply Migrate Software End User License Agreement ("Simply Migrate EULA")
as part of a Professional Services project or otherwise, such access shall not be covered by these General Terms, instead
the Simply Migrate EULA at www.mimecast.com/contracts will apply to the installation and use of such software.
1.5 Trial Services. Where Customer is provided Services by Mimecast for evaluation purposes only ("Trial
Services"), access to the Trial Services will be terminated upon expiration of the Subscription Term for the Trial Services
("Trial Subscription Term"), unless Customer enters into a paid subscription for the Trial Services on a non -trial basis
prior to expiration of the Trial Subscription Term or the trial is earlier terminated as provided below. Notwithstanding
any provision to the contrary herein, in respect of the Trial Services Customer acknowledges and agrees that: (i) Mimecast
has no obligation to retain Customer Data related to the Trial Services after termination or expiration of the Trial
Subscription Term; (ii) either party may terminate the Trial Subscription Term immediately and without liability upon
notice to the other party; (iii) Mimecast's Service Levels and Support does not apply to the Trial Services; and (iv)
Mimecast's maximum liability for any and all causes of action arising out of or relating to the Trial Services, whether in
contract, tort, statute or otherwise, will be limited to $100 (or the equivalent in the currency of the applicable Hosting
Jurisdiction at the time the claim arose).
1.6 Mimecast Applications.. Mimecast makes applications available to use with the Services via various
online marketplaces. Mimecast applications are licensed, not sold, to Customer. Customer's license to use the
applications is subject to Customer's compliance with these General Terms and any associated end user license
agreement made available via the application/marketplace. The term of Customer's license to use the application is co-
terminous with these General Terms. For the avoidance of doubt, Mimecast applications fall under the definition of
Services hereunder.
2. Data Protection and Confidentiality.
2.1 Customer Data. "Customer Data" means data provided by Customer for processing via the Services
including, without limitation, the contents of the files, emails or messages sent by or to, a Permitted User.
2.2 Security_ Mimecast will implement and maintain appropriate administrative, technical, organizational
and physical security measures for each of the Services to protect Customer Data against unauthorized access, disclosure
or loss. Customer acknowledges and agrees that, in the course of providing the Services to Customer, it may be necessary
for Mimecast to access Customer Data to respond to technical problems or Customer queries and to ensure the proper
working of the Services; such access may originate from any jurisdiction where Mimecast maintains Support personnel.
Additional information about Mimecast security, including the locations from which Support is provided and Mimecast's
certifications, attestations and assessments, is available on https://www.mimecast.com/company/mimecast-trust-
center/ ("Trust Center"). Mimecast may update the Trust Center from time to time and shall notify Customer of material
changes.
2.3 Data Protection Laws. As required by law or as otherwise agreed by the parties, data protection
measures may be described in more detail in an executed data processing agreement between the parties, which will be
made supplementary to these General Terms ("Data Processing Agreement"). In the event of any conflict between these
General Terms and the Data Processing Agreement, the Data Processing Agreement shall prevail. With respect to any
Customer Data that relates to an identified or identifiable natural person ("Personal Data"), Customer acts as the
accountable organization or the data controller and Mimecast acts as a service provider or the data processor. Except as
may be required by applicable law, Mimecast will process the Personal Data solely in accordance with Customer's
Instructions. The "Instructions" are embodied in these General Terms and any applicable Data Processing Agreement,
and as may be additionally communicated by Customer to Mimecast in writing from time -to -time. Mimecast will collect
and protect Personal Data in compliance with Applicable Law. "Applicable Law" means one or more of the following
data protection laws or regulations as applicable to the Processing of Personal Data by Mimecast under these General
Terms; (i), Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"); (ii) the GDPR
as incorporated into United Kingdom ("UK") law by the Data Protection Act 2018 and, amended by the Data Protection,
Privacy and Electronic Communications (Amendments, etc.) (EU Exit) Regulations 2019 ("UK GDPR"); (iii) California
Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. ("CCPA"); (iv) the South Africa Protection of Personal
Information Act ("POPIA"); (v) the Australia Privacy Act No. 119 1988 (as amended), (vi) Canadian Personal Information
Protection and Electronic Documents Act ("PIPEDA"); and (vii) any law, regulation or order that implements the
foregoing. Where permitted by a lawful basis, Mimecast may process Personal Data in the United States or other
countries or jurisdictions outside of the country where it was collected, as described on the Trust Center. Customer is
General Terms Negotiated 15th Sep 2022 Page 2 of 9
responsible for providing any requisite notices and obtaining any consents (if required) for such processing and transfer
of Personal Data, including international transfers.
2.4 Confidentiality Obligations.
(a) Definitions. "Confidential Information" means information designated by the party disclosing
such information ("Disclosing Party") as "confidential" or "proprietary" or that a reasonable person would understand
to be confidential given the nature of the information and the circumstances of the disclosure. Customer's Confidential
Information includes Customer Data. Mimecast's Confidential Information includes all information related to the
performance, functionality, and reliability of the Services. Confidential Information does not include information that: (i)
is or becomes generally known to the public through no fault of the party that receives such information ("Receiving
Party") from the Disclosing Party; (ii) is in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii)
is acquired by the Receiving Party from a third -party without breach of any confidentiality obligation to Disclosing Party;
or (iv) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.
(b) Obligations. Confidential Information is and will remain the exclusive property of the Disclosing
Party. Receiving Party will, in addition to any other obligations required of it under Section 2 herein: (i) use Disclosing
Party's Confidential Information solely for the performance of the activities contemplated by these General Terms or any
applicable Services Order; (ii) disclose such information only to its employees, agents, and contractors who are bound by
obligations of confidentiality at least as strict as those contained in this Section 2.4; and (iii) protect Disclosing Party's
Confidential Information against unauthorized use or disclosure using the same degree of care it uses for its own
Confidential Information, which in no event will be less than reasonable care. Notwithstanding any provision herein, if
lawfully required by judicial or administrative order or otherwise, Receiving Party may disclose Confidential Information
of Disclosing Party. Provided, where lawfully permitted, Receiving Party provides reasonable prior written notice to
Disclosing Party to permit Disclosing Party to seek a protective order. Receiving Party will reasonably cooperate in
Disclosing Party's activities in seeking such order, at Disclosing Party's expense. Receiving Party will disclose only that
information that is reasonably necessary to meet the applicable legal order or requirement.
2.5 Iniunction. Notwithstanding anything to the contrary, either party may seek equitable, injunctive, or
declaratory relief to enforce any of its intellectual property rights or rights in the Confidential Information in any court of
appropriate jurisdiction.
3. Customer Activities.
3.1 Customer Use. Customer will use the Services only for its own internal business purposes and will not
transfer, resell, license, or otherwise make the Services or the Material (as defined below) available to third parties.
Customer will use the Services as reasonably directed by Mimecast, subject to Section 2.3 and the provisions of any Data
Processing Agreement. Customer will allow only the number of Permitted Users shown in the applicable Services Order
to access and use the Services. Customer may not use or access the Services for the purpose of (i) building a competitive
service or comparative features; or (ii) comparative analysis (including, but not limited to, benchmarking) intended for
use outside Customer's organization.
3.2 Access Control. Customer will implement and maintain reasonable and appropriate controls to ensure
that user accounts are used only by the Permitted Users to whom they are assigned and to manage and monitor
Permitted Users, including designating one or more administrators responsible for access control. Customer is solely
responsible for the acts or omissions of any user or Permitted User who obtains access to the Services through Customer
or Customer's systems. Customer will notify Mimecast promptly if it becomes aware of any unauthorized access or use.
3.3 Restrictions. Customer will not use the Services in any manner that: (a) infringes or violates the rights
of others or that violates any applicable law or regulation, including, but not limited to, where Customer is required to
obtain permissions or authorizations to permit Mimecast to perform its obligations hereunder or where Customer is
prevented from transmitting certain information via the Services or concerning unsolicited email; (b) introduces any
viruses, malicious code, or any other items of a harmful nature or failure to take reasonable measures to secure user
accounts to prevent such compromises; or (c) could reasonably be expected to interfere with or disrupt the Services (for
example, an activity that causes Mimecast to be blacklisted by an internet service provider). Customer will defend,
indemnify, and hold harmless Mimecast in the event of any third -party claim or regulatory action arising out of
Customer's breach (or alleged breach) of the terms of this Section 3.3.
3.4 Application Program Interfaces ("API"). Customer can enable certain Mimecast APIs by requesting a
Customer specific application key ("Application Key"). In order to gain access to an Application Key, Customer must
register with Mimecast and provide the information requested. Customer is responsible for ensuring that the information
provided to Mimecast is and remains accurate and up-to-date. Mimecast can revoke the Application Key at any time
without notice to Customer, to protect Mimecast services and customers. All access keys, authentication procedures, and
data to which Customer gains access or which is provided to Customer in connection with Customer's use of the API,
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excluding Customer Data, is the Confidential Information of Mimecast. In the event Customer chooses to transfer
Customer Data via Mimecast APIs to third -parties, whether or not such third -parties are Mimecast technology partners,
Mimecast is not responsible for the security of the Customer Data upon the Customer Data leaving the Mimecast
environment and such transfer is on Customer's own volition and risk. To the extent Customer uses the Mimecast APIs,
the provisions of this Section 3.4 shall apply to such use as if such APIs were included in the Services. Mimecast is not
responsible for, and no representations or warranties are made regarding, Third Party Services (as defined in Section 3.5
below).
3.5 Third -Party Services. To the extent Customer Data is retrieved from or provided by Third Party
Services, Mimecast will not be liable for the condition of such Customer Data, including, but in no way limited to any
such Customer Data that is retrieved from or provided by Third Party Services that is incorrect, incomplete, corrupt, or
missing. "Third Party Services" means third party products, applications, APIs, web hooks, services, software, systems,
directories, websites, databases and information which Customer may connect to, permit connection to (including
without limitation, where such connection is necessary to enable the Services), or enable in conjunction with Mimecast
Services or Mimecast API connectors.
4. Ownership.
4.1 Ownership of the Services. Customer's rights are limited to those expressly stated in these General
Terms. Mimecast and its third -party licensors will retain all ownership interest and intellectual property rights in and to
the Services and its underlying systems, Mimecast APIs and to any Material. "Material" means collateral such as training
materials, video training modules, user surveys, and user assessments made available to Customer by Mimecast.
Notwithstanding any provision herein to the contrary, nothing in these General Terms is intended to limit Customer's
liability in the event of Customer's violation of Mimecast's ownership or intellectual property rights, and any claim with
respect to such violation will not be governed by these General Terms.
4.2 Threat Data, Machine -Learning Data and Aggregated Usage Data.
(a) Customer Data. The parties acknowledge and agree that Mimecast has no ownership rights to
Customer Data. In accordance with these General Terms, Customer hereby grants to Mimecast a worldwide, irrevocable
license to collect and process Customer Data, including certain Customer Data within Machine -Learning Data (as defined
below), as well as Threat Data (as defined below) for the purposes of: (i) providing the Services; (ii) improving threat
detection, analysis, awareness, and prevention; and/or (iii) improving and developing the Services.
(b) Threat Data. As part of the Services, Mimecast processes certain data reasonably identified to
be malicious, including, without limitation, data which may perpetuate data breaches, malware infections, cyberattacks
or other threat activity (collectively, "Threat Data"). Mimecast processes Threat Data primarily through automated
processes and may share limited Threat Data with third parties within the cybersecurity ecosystem for the purpose of
improving threat detection, analysis and awareness. Threat Data is not Customer Data but may include Personal Data.
(c) Machine -Learning Data. Through automated processes designed to develop and improve our
machine learning algorithms within Services, Mimecast processes certain Customer Data and other data that describes
and/or gives information about Customer Data, including but not limited to metadata, files, URLs, derived features and
other data ("Machine -Learning Data"). We do not share Machine -Learning Data with Third Parties. Machine -Learning
Data does not include full message content of Customer Data.
(d) Aggregated Usage Data. Mimecast processes certain aggregated data derived from the
Services, including usage data, such as utilization statistics, reports, logs and information regarding spam, viruses and/or
other malware ("Aggregated Usage Data"). Mimecast owns all Aggregated Usage Data.
4.3 Feedback. Mimecast owns all right, title, and interest in and to any Feedback in any present or future
form or format for use in any manner that Mimecast deems appropriate, without monetary or other compensation to
Customer. "Feedback" means any communications or materials provided to Mimecast by Customer suggesting or
recommending changes to the Services, howsoever such Services are provided, including without limitation where
provided under a trial subscription, paid subscription, free of charge, early release, beta, pilot or general acquisition.
4.4 References. Customer grants Mimecast a revocable, non -transferable, worldwide, royalty -free, fully
paid up, non-exclusive license to use Customer name and/or logo in sales presentations, marketing vehicle and on
Mimecast's website, for the purposes of identifying Customer as a customer of Mimecast. Any such use of Customer's
logo or trademarks shall be subject to any brand guidelines published by Customer or provided to Mimecast for the
purpose of this Section 4.4. Customer may revoke each or all of the permissions granted in this Section 4.4 at any time
by contacting references —mimecast.com.
5. Disclaimer. WITHOUT LIMITING MIMECAST'S EXPRESS OBLIGATIONS UNDER THESE GENERAL TERMS,
MIMECAST HEREBY DISCLAIMS ALL GUARANTEES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, IMPLIED,
General Terms Negotiated 15th Sep 2022 Page 4 of 9
STATUTORY OR OTHERWISE CONCERNING ANY SERVICES, SOFTWARE, DOCUMENTATION OR MATERIALS PROVIDED BY
MIMECAST, INCLUDING BUT NOT LIMITED TO, THOSE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OF
TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. THE SERVICES DO NOT
QUALIFY AS LEGAL OR EXPERTADVICE. CUSTOMER SHOULD CONSIDER WHETHER THE SERVICES ARE APPROPRIATE FOR
CUSTOMER'S NEEDS, AND WHERE APPROPRIATE, SEEK LEGAL OR EXPERT ADVICE. MIMECAST DOES NOT REPRESENT
THAT THE SERVICES WILL ACHIEVE INTENDED RESULTS, BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER'S
REQUIREMENTS.
6. Intellectual Property Indemnification
6.1 Indemnification. Mimecast will defend, indemnify and hold harmless Customer, its officers, directors,
employees and consultants against any third -party claim, suit, proceeding or regulatory action alleging that the Services
or the Material infringe any copyright, moral right, trade secret, trade or service mark, or patent issued or enforceable in
the applicable Hosting Jurisdiction. Customer will provide prompt written notice of the applicable claim to Mimecast and
cooperate in Mimecast's defense, as reasonably requested by Mimecast and at Mimecast's expense. Mimecast will have
sole control of the defense and settlement of the applicable matter.
6.2 Resolution of Claim. Mimecast may, at its expense and discretion, attempt to resolve any indemnified
claim by: (a) modifying the Services or Material to avoid the alleged infringement; (b) obtaining a license to permit
Customer's use of the Services or Material as contemplated by these General Terms; or (c) terminating the rights set forth
in these General Terms and giving Customer a refund for any fees paid for the remainder of the then -effective
Subscription Term. Customer will cooperate fully with Mimecast in the implementation of any of the above-described
resolutions. Mimecast will have no liability under this Section 6 to the extent any claim results from the combination of
the Services with third -party products, services, data or business processes used by Customer or from content,
instructions, or information supplied by Customer.
6.3 Entire Liability. Section 6 sets forth Mimecast's entire liability and Customer's sole remedy for an
infringement claim as described in Section 6.1. Mimecast specifically disclaims any and all implied indemnification
obligations that may apply to these General Terms.
7. LIMITATION OF LIABILITY
7.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BYLAW, IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER PARTY WHETHER IN CONTRACT, EXTRA -CONTRACTUAL LIABILITY, TORT (INCLUDING
NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, (B) LOSS OF REVENUE OR PROFITS, (C) LOSS OF ANTICIPATED SAVINGS, (D)
DAMAGE TO REPUTATION; OR (E) LOST MANAGEMENT TIME OF ANY KIND WHATSOEVER ARISING OUT OF OR IN
CONNECTION WITH THESE GENERAL TERMS OR ANY OF THE SERVICES PROVIDED OR AGREED TO BE PROVIDED BY
MIMECAST, IN EACH CASE EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD OTHER
REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THIS SECTION 7.1 DOES NOT APPLY TO ANY
AMOUNTS PAYABLE IN CONNECTION WITH THE INDEMNIFICATION OBLIGATIONS STATED HEREIN
7.2 LIABILITY CAP. THE PARTIES ACKNOWLEDGE THAT ANY LIMITATION OF LIABILITY SET FORTH HEREIN IS
INTENDED TO APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
(A) GENERAL. EACH PARTY'S MAXIMUM LIABILITY FORANYANDALL CAUSES OF ACTION ARISING
OUT OF OR RELATING TO THESE GENERAL TERMS, THE SERVICES, OR THE MATERIAL (COLLECTIVELY, "GENERAL CLAIMS"),
WHETHER IN CONTRACT, EXTRA -CONTRACTUAL LIABILITY, TORT, STATUTE OR OTHERWISE, WILL BE LIMITED TO AN
AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CUSTOMER TO MIMECAST (OR RESELLER) FOR THE APPLICABLE
SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE GENERAL CLAIM;
PROVIDED THAT THE FOREGOING CAP WILL NOTAPPLYTO: (1) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE
GENERAL TERMS, (11) CUSTOMER'S OBLIGATIONS UNDER SECTION 3.3, (111) CUSTOMER'S PAYMENT OBLIGATIONS, OR (IV)
DATA CLAIMS (AS DEFINED IN SUBSECTION 7.2(B)).
(B) DATA CLAIMS. MIMECAST'S MAXIMUM LIABILITY FOR ANY AND ALL DATA CLAIMS WILL BE
LIMITED TO THE GREATER OF: (1) USO $100,000 (ONE HUNDRED THOUSAND US DOLLARS) (OR THE EQUIVALENT IN THE
CURRENCY OF THE APPLICABLE HOSTING JURISDICTION AT THE TIME THE CLAIM AROSE) OR (11) TWO TIMES THE FEES
PAID OR PAYABLE BY CUSTOMER TO MIMECAST (OR RESELLER) FOR THE APPLICABLE SERVICES DURING THE TWELVE
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DATA CLAIM. THE LIABILITY CAP DESCRIBED IN THIS
SUBSECTION 7.2(B) IS INTENDED TO COVER DATA CLAIMS ONLY AND MAY NOT BE COMBINED WITH THE CAP DESCRIBED
IN SUBSECTION (A) IN CONNECTION WITH THE SAME SET OF UNDERLYING FACTS. CUSTOMER AGREES THAT THE
LIMITATIONS OF LIABILITY SET FORTH IN THESE GENERAL TERMS ARE INTENDED TO APPLY TO ANY DATA PROCESSING
AGREEMENT ENTERED INTO BY THE PARTIES AND THAT SUCH LIMITATIONS WILL CONTROL IN THE EVENT OF ANY
CONFLICT BETWEEN SUCH AGREEMENTS. "DATA CLAIMS" MEANS, COLLECTIVELY, ANY AND ALL CAUSES OF ACTION
General Terms Negotiated 15th Sep 2022 Page 5 of 9
ARISING OUT OF OR RELATING TO MIMECAST'S BREACH OF THE OBLIGATIONS SET FORTH IN SECTION 2 OR IN ANY DATA
PROCESSING AGREEMENT, WHETHER IN CONTRACT, EXTRA -CONTRACTUAL LIABILITY, TORT, STATUTE OR OTHERWISE.
7.3 EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THESE GENERAL TERMS, NEITHER
PARTY'S LIABILITY IS EXCLUDED OR LIMITED BY THESE GENERAL TERMS IN THE EVENT OF: (A) DEATH OR PERSONAL
INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY WHICH MAY
NOT LAWFULLY BE EXCLUDED OR LIMITED.
8. Term and Termination
8.1 Term. These General Terms are valid as of the Customer signature date herein and will remain in force
until the conclusion of all Services Orders for the provision of Services to the Customer (whether directly or via a Reseller).
Otherthan as set out in Section 1.5 herein, each Subscription Term will renew automatically for terms of the same length
as the Subscription Term noted in the Services Order ("Renewal Term"), unless one party gives the other party written
notice of its intent not to renew the applicable subscription at least thirty days prior to the end of the then -current
Subscription Term.
8.2 Termination.
(a) Ont -out, Customer may terminate these General Terms during the first thirty days of the initial
Subscription Term noted in the initial Services Order. If any fees have been paid in advance, such fees will be promptly
refunded. If notice of termination is not received within the thirty -day time period, then the initial Subscription Term
described in the initial Services Order will continue unaffected.
(b) For Breach. Either party may terminate these General Terms immediately on giving written
notice to the other party if the other party commits any material breach of any term of these General Terms or related
Services Orders and has not cured such breach within thirty days of its receipt thereof. Additionally, if Customer has
purchased the Services through a Reseller, Mimecast may terminate these General Terms and all related Services Orders
if Customer has not paid Reseller in a timely manner and has not cured such non-payment within fifteen days of its receipt
of written notice.
(c) For Bankruptcy. Either party may terminate these General Terms immediately on giving
written notice to the other party if the other party: (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its
debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy pursuant to
any insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or
consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
(d) For Restricted Party Screening. The parties acknowledge that Mimecast on a regular basis
conducts a review of its customers to determine whether restrictions or sanctions apply with regards to transacting with
them, including but not limited to, those referred to in Section 10. 10, ("Restricted Party Screening" or "RPS"). In the
event Mimecast considers, in its sole discretion, but acting reasonably based on its standard RPS process, that the results
of the RPS in relation to Customer are unsatisfactory, Mimecast may terminate these General Terms and any Services
Order related hereto with immediate effect upon written notice to Customer. Upon termination pursuant to this Section
8.2(d), M imecast shall have no further obligations to Customer hereunder.
(e) No Other Rights of Termination. Customer acknowledges that it has no rights of termination
other than those specifically set out in these General Terms.
8.3 Changes to Services. Customer acknowledges that the Services are offered as software -as -a -service and
that the details of the offerings themselves, including the terms of the Service Levels and Support, will change over time.
If such changes result in a material degradation of the Services, Service Levels or Support, then Customer may provide
written notice to Mimecast including a description of the degradation. If the identified material degradation is not
corrected by Mimecast within thirty days of Mimecast's receipt of such notice from Customer, then Customer may
terminate these General Terms and all applicable Services Orders and receive a refund of any fees paid for the remainder
of the then -effective Subscription Term.
8.4 Suspension of Services. Mimecast may suspend the Services in the event Customer fails to pay any
undisputed amount within fifteen days of Mimecast's (or Resellers) notice to Customer of such failure to pay.
Additionally, in the event Customer's account is the subject of denial of service attacks, hacking attempts or other
malicious activities, or Customer's activities reasonably appear to be in breach of Section 3.3, Mimecast will work with
Customer to resolve such matters as soon as possible. In such circumstances, to protect Mimecast's own systems,
Customer acknowledges that Mimecast may be required to suspend the Services until the issues are resolved. Mimecast
will provide advance notice to Customer of such suspension where reasonably practicable.
8.5 Survival. Customer's payment obligations, the provisions of this Section and the provisions of the
following Sections will survive any termination of these General Terms: Section 2.4 (Confidentiality Obligations), Section
General Terms Negotiated 15th Sep 2022 Page 6 of 9
3.3 (Restrictions), Section 5 (Disclaimer), Section 6 (Intellectual Property Indemnification), Section 7 (Limitation of
Liability), Section 10 (General), and Section 11 (Regional Terms).
9. Payment. This Section 9 does not apply if Customer has contracted separately with a Reseller as to the pricing
and invoicing for the Services; for clarity, this Section 9 will have no effect unless Customer will be invoiced for the
Services directly by Mimecast.
9.1 Fees and Payment Terms. Customer will pay any fees set forth in any agreed Services Order. Fees are
due net thirty days from the invoice date. Mimecast will provide instructions for payment in the applicable invoice or
through some other reasonable means. No less than thirty days prior to the start of each Renewal Term Mimecast shall
provide notice of the fees payable for the upcoming Renewal Term. If Customer is contracting with Mimecast South Africa
(Pty) Limited, then recurring fees will increase at a rate of up to 8% at the start of each Renewal Term. If Customer is
contracting with any other Mimecast entity, then recurring fees will increase at a rate of up to 5% at the start of each
Renewal Term.
9.2 Professional Services Fees. Fees for any Professional Services to be performed by Mimecast shall be
invoiced in full promptly upon execution of an applicable Services Order. Pricing for Professional Services that include
import of historical Customer Data into the Services assumes that the quantity of Customer Data specified on the
applicable Services Order will be provided to Mimecast within twelve months of the parties' signatures on the applicable
Services Order. Customer Data received for import after that twelve-month period will be subject to additional fees.
9.3 Disputed Invoices. If Customer disputes any portion of an invoice, then Customer will notify Mimecast
in writing within fifteen days of receipt of the applicable invoice. Such notice will include a description of the basis for
Customer's dispute. If only part of an invoice is disputed, then Customer will pay the undisputed amount as provided
herein. The parties will work together in good faith to resolve any such dispute promptly.
9.4 Late Payment. Customer will be notified in the event payment has not been received in accordance
with the terms of Section 9.1. If any undisputed amount due is not paid within fourteen days of such notice, then
Mimecast may charge a late payment fee on any unpaid amount due at the rate of one percent (1 %) per month or at the
maximum rate permitted by law, whichever is lower, from the date such payment was due until the date such amount is
paid. In the event any action is taken to pursue collection of any fees payable hereunder, Customer will reimburse
Mimecast for Mimecast's costs associated with such collection, including reasonable legal fees.
9.5 ISS The fees and any other charges hereunder do not include any taxes, withholdings, levies or duties
of any nature (including without limitation, local, state, provincial, federal, VAT or foreign taxes) that may be assessed at
any time in connection with the Services during the term of these General Terms. Customer is responsible for paying any
such taxes, excluding taxes based on Mimecast's net income. If applicable, Customer shall provide Mimecast with US
sales and use tax exemption certificates in accordance with local laws and requirements.
10. General
10.1 Transition from Reseller. If Customer wishes to transition from its then -current Reseller to a new
authorized Mimecast reseller, Customer will notify Mimecast in writing. In that event, Customer agrees that the terms
and conditions of these General Terms will continue to apply to Customer's use of the Services (in addition to the pricing
and other terms provided by Customer's new Reseller). In the event Mimecast terminates its relationship with Customer's
then -current Reseller, Mimecast will notify Customer in writing and will provide a description of the plan to maintain the
Services through the end of the applicable Subscription Term. At the end of such term, Customer may continue to receive
the Services through the authorized Reseller of its choice.
10.2 Force Majeure. With the exception of Customer's payment obligations hereunder, neither party will be
liable for any delay in performance or failure to perform its obligations under these General Terms due to any cause or
event outside its reasonable control including, acts of God, civil or military authority, acts of war, cyber warfare, accidents,
third -party computer or communications failures, natural disasters or catastrophes, strikes or other work stoppages or
any other cause beyond the reasonable control of the affected party.
10.3 Assignment. Customer may assign these General Terms in whole or in part to a successor in interest in
the event of a sale or merger of Customer. Otherwise, Customer may not assign these General Terms or any Services
Orders in whole or in part without Mimecast's prior written consent, which consent will not be unreasonably withheld.
These General Terms will be binding upon the parties hereto and any authorized assigns.
10.4 Notes Any communications in connection with these General Terms may be provided by email. Legal
notices relating to these General Terms may be provided by email to the receiving party with read receipt enabled. If (i)
no confirmation of receipt is received for such notice, or (ii) the notice concerns the commencement of legal proceedings,
notice must be sent to the receiving party in writing at the address provided or at the registered address of the receiving
party and sent by major commercial delivery courier service or mailed in a manner that requires signature by the
General Terms Negotiated 15th Sep 2022 Page 7 of 9
recipient
10.5 Entire Agreement. Each party hereby acknowledges that: (i) no reliance is placed on any representation
not provided in these General Terms; and (ii) agreement to these General Terms is not conditioned on any promise made
by Mimecast to deliver any future deliverable such as a feature or functionality. The parties agree that these General
Terms shall constitute the entire agreement between Customer and Mimecast with respect to the subject matter hereof
and supersedes all prior or contemporaneous oral and written agreements, proposals, negotiations, representations,
commitments and other communications between the parties, including fixed terms and conditions on any purchase
order. All prior negotiations between the parties have been merged into these General Terms and there are no
understandings, representations, or agreements, oral or written, express or implied, regarding the subject matter
described herein other than those expressly set forth herein.
10.6 Modifications and Severability. Except as expressly provided herein, any modification to these General
Terms must be made in writing and signed by an authorized representative of each party. Any purchase order or other
terms provided by Customer will be accepted by Mimecast for invoicing purposes only and will not add to or vary these
General Terms. The parties further acknowledge that no Reseller is entitled to modify these General Terms, including
the Service Levels or Support or to otherwise make promises, representations, or warranties on behalf of Mimecast. If
any provision of these General Terms is held to be unenforceable, such provision will be reformed to the extent necessary
to make it enforceable, and such holding will not impair the enforceability of the remaining provisions.
10.7 Waiver The failure by a party to exercise any right hereunder or to insist upon or enforce strict
performance of any provision of these General Terms will not waive such party's right to exercise that or any other right
in the future.
10.8 No Third -Party Beneficiaries. These General Terms are entered into solely between, and may be
enforced only by, Mimecast and Customer. These General Terms will not be deemed to create any third -party rights or
obligations.
10.9 Independent Contractors. Each party to these General Terms will be acting as an independent
contractor, and nothing herein will be construed to create a partnership, joint venture, or any type of agency relationship
between Mimecast and Customer or any Permitted User.
10.10 Export Restrictions. Each party agrees to comply with all applicable laws and regulations with respect
to the export and import of the Services, including but not limited to the regulations of the United States Department of
Commerce and the United States Export Administration Act. Customer hereby warrants that Customer will not procure
or facilitate the use of the Services in any region that is the subject or target of any U.S. or other national government
financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred,
or denied parties, including those imposed, administered or enforced from time to time by the U.S. government through
the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, the Bureau of Industry and Security
("BIS") of the U.S. Department of Commerce, or the U.S. Department of State, the United Nationals Security Council, the
European Union, or Her Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), without having first
obtained any required license or other government authorization or in any manner which would result in a violation of
Sanctions by Customer or Mimecast.
11. Regional Terms.
11.1 United States. The following terms apply if the Mimecast entity on the applicable Services Order is
Mimecast North America, Inc:
(a) Governing Law (USA). These General Terms and any disputes hereunder will be governed by
the laws of the State of Washington, without regard to its conflict of law principles, and any litigation concerning these
General Terms shall be submitted to and resolved by a court of competent jurisdiction in the State of Washington.
(b) Where applicable, each party hereby waives its respective rights to a jury trial of any claim or
cause of action relating to or arising out of these General Terms. This waiver is intended to encompass any and all
disputes that may be filed in any court and that relate to the subject matter of these General Terms, including contract
claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party further represents
and warrants that it has consulted with legal counsel concerning this waiver and that it provides the waiver under this
Section 11.1(b) knowingly and voluntarily.
11.2 United Kingdom. The following terms apply if the Mimecast entity listed on the applicable Services
Order is Mimecast Services Ltd:
(a) Governing Law (UK). These General Terms and any court proceedings shall be governed by
the laws of England and Wales and held in England.
(b) Middle East Business. If Customer is located in any Middle East territory, in the event that the
General Terms Negotiated 15th Sep 2022 Page 8 of 9
United Kingdom courts refuse jurisdiction, the parties agree that such dispute shall be subject to the exclusive jurisdiction
of the court of the Dubai International Financial Centre, Dubai, UAE. Where such a dispute relates to a claim for a sum
within the limits specified by the Dubai International Financial Centre Small Claims Tribunal, then the dispute may be
referred to said tribunal. Customer understands and acknowledges that Mimecast provides Services in accordance with
the laws of the Hosting Jurisdiction and does not warrant or represent compliance with any specific laws, regulations,
statutes or guidelines, in any other jurisdiction regardless of where Customer is located, including without limitation, the
CITC's Cloud Computing Regulatory Framework applicable in the Kingdom of Saudi Arabia.
11.3 South Africa. The following terms apply if the Mimecast entity listed on the applicable Services Order
is Mimecast South Africa (Pty) Ltd:
(a) Governing Law South Africa. These General Terms and any disputes hereunder will be
governed by the laws of the Republic of South Africa, without regard to its conflict of law principles. The parties hereby
consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg for the purpose of
all or any legal proceedings arising from or concerning these General Terms.
11.4 Australia. The following terms apply if the Mimecast entity listed on the applicable Services Order is
Mimecast Australia (Pty) Ltd:
(a) Governing Law (AU). These General Terms and any arbitration and court proceedings shall be
governed by the federal laws of Australia and the State of Victoria and held in Melbourne, Australia. Section 5 (Disclaimer)
and any restrictions herein on liability will apply only to the extent that they are consistent with non -excludable Australian
laws and nothing in those Sections or these General Terms limit any consumer guarantees or other rights Customer may
have under non -excludable Australian laws. Customer hereby consents to the jurisdiction of such courts over Customer
and stipulates to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any
objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts.
(b) THE DISCLAIMER SET FORTH IN SECTION 5 DOES NOT EXCLUDE OR LIMIT ANY STATUTORY OR
IMPLIED GUARANTEE, CONDITION OR WARRANTY THAT MAY NOT BY OPERATION OF LAW BE EXCLUDED OR LIMITED.
TO THE EXTENT PERMITTED BY LAW, MIMECAST LIMITS ITS LIABILITY UNDER ANY STATUTORY OR IMPLIED CONDITION,
WARRANTY OR GUARANTEE THAT CANNOT BE EXCLUDED TO, AT THE OPTION OF MIMECAST, THE RESUPPLY OF THE
SERVICES OR THE PAYMENTOF THE COST OF DOING THE SAME.
11.5 QULiWS. The following terms apply if the Mimecast entity listed on the applicable Services Order is
M imecast Canada Ltd:
(a) Governing Law Canada. These General Terms shall be governed by and construed in
accordance with the laws of the province of Ontario and the federal laws of Canada. Any legal action or proceeding arising
out of or based upon these General Terms will be instituted in the courts of the province of Ontario, and each party
irrevocably submits to the jurisdiction of such courts in any such action or proceeding. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any action or any proceeding in such courts and irrevocably
waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.
11.6 Sinnavore. The following terms apply if the Mimecast entity listed on the applicable Services Order is
Mimecast Singapore Pte Ltd:
(a) Governing Law Singapore, These General Terms shall be governed by and construed in
accordance with the laws of Singapore. The Singapore courts shall have exclusive jurisdiction in relation to all disputes
under these General Terms. For these purposes each party irrevocably submits to the jurisdiction of the Singapore courts
and waives any objection to the exercise of that jurisdiction.
General Terms Negotiated 15th Sep 2022 Page 9 of 9
Thank you for choosing CDD. We have received your quote.
Hardware Software Services IT Solutions Brands Research Hub
QUOTE CONFIRMATION
1111111�� I'll Ing I I� III I
For all other customers, click below to convert your quote to an order.
ACCOUNT MANAGER NOTES: Thanks!
$1.0,674.38
SHIPPING
$0.00
QUOTE # QUOTE DATE
QUOTE REFERENCE
CUSTOMER #
GRAND
TOTAL
PGDX400 12/31/2024
MIMECAST RENEWAL W/
0745164
$11,635.75
SCORM
QUOTE DETAILS
.........................................................................................................................................................................................................................................................................................................................................................................
ITEM
QTY
CDW#
UNIT PRICE
EXT.PRICE
360
6645984
$22.36
$8,049.60
Mfg. Part#: M M365 -PROTECT 250 A
Start Date: 03/1.5/2025
End Date: 03/1.4/2026
:Q-200681.7
Electronic distribution - NO MEDIA
Contract: OMNIA Mesa 2024056-01. GOV (2024056)
360
781.6205
$3.47
$1,249.20
Mfg. Part#: M ATI. -SCM 250 A
Start Date: 03/1.5/2025
End Date: 03/1.4/2026
: Q-2006817
Electronic distribution - NO MEDIA
Contract: OMNIA Mesa 2024056-01. GOV (2024056)
. . . . . ....
. ........ 1.
7805949
$1,375.58
$1,375.58
Mfg. Part#: M ADV -SP 1. A
Start Date: 03/1.5/2025
End Date: 03/1.4/2026
: Q-2006817
Electronic distribution - NO MEDIA
Contract: OMNIA Mesa 2024056-01. GOV (2024056)
SUBTOTAL
$1.0,674.38
SHIPPING
$0.00
SALES TAX
$961.37
GRAND TOTAL
$11,635.75
zm��=
Billing Address:
Shipping Address:
CITY OF TUKWILA
CITY OF TUKWILA
ACCTS PAYABLE
MIKE MARCUM
6200 SOUTHCENTER BLVD
6200 SOUTHCENTER BLVD
TUKWILA, WA 981.88-2599
TUKWILA, WA 981.88-2599
Phone(206) 433-1.800
Phone° (206) 433-1.800
Payment Terms: Net 30 Days -Govt State/Local
Shipping Methodo ELECTRONIC DISTRIBUTION
Sales Contact Info
CDW Government
75 Remittance Drive
Suite 1.51.5
Chicago, IL 60675-1.51.5
Need Help?
My Account Support Call 800.800.4239
About Us I Privacy Policy I Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at
For more information, contact a CDW account manager.
(9 2024 CDW-G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 1 800.808.4239
CITY OF TUKWILA
DocuSigned by:
0
Joel Bush, CTO
3/18/2025 1 12:18 PM PDT
Date
ATTEST/AUTH ENTICATED:
Signed by:
Andy Youn-Barnett, City Clerk
APPROVED AS TO FORM:
Signed by: �N
Office of the City Attorney
MIMECAST
nb,�DocuS'qod
SF2690C1Cg4478...
Printed Name_ Gregory Tonello
Title: CD SMB West Manager
Address: 191 spring st
Lexin ton,MA
t 3/17/2025 14:44 PM PDT