HomeMy WebLinkAbout24-037 - DarkTrace - Network SecurityDocuSign Envelope ID: 2773A5E9-70AC-4A2C-BCD1-9B2B65552AB9
DARKTRACE MASTER CUSTOMER AGREEMENT
IMPORTANT- READ CAREFULLY:
24-037
Council Approval N/A
DARKJ.
Please read the following legally binding Darktrace Master Customer Agreement ("Agreement") between Darktrace Holdings
Limited ("Darktrace") and the person or entity that has been granted rights under this Agreement ("Customer") carefully. THIS
AGREEMENT WILL APPLY TO ANY QUOTE, PRODUCT ORDER FORM, ORDER ACKNOWLEDGEMENT, AND INVOICE, AND ANY SALE,
LICENCE, OR DELIVERY OF ANY APPLIANCES OR SERVICES BY DARKTRACE. By selecting the 'accept' option, installing or otherwise
accessing or using the Offering (as defined herein), Customer acknowledges that Customer has read, understands and agrees to
be bound by the terms and conditions of this Agreement. Where a reseller, service provider, consultant, contractor or other
permitted third party downloads, installs or otherwise uses the Appliance on Customer's behalf, such party will be deemed to
be Customer's agent and Customer will be deemed to have accepted all of the terms and conditions of this Agreement as if
Customer had directly downloaded, installed or used the Appliance.
If Customer does not agree with the terms and conditions of this Agreement, Customer is not authorised to install the Appliance
or otherwise use the Offering for any purpose whatsoever. If Customer returns the unused Appliance and all accompanying
items in their original condition and packaging within twenty-one (21) calendar days of delivery by Darktrace, together with proof
of purchase, Customer may receive a full refund of any Fees paid.
Darktrace and Customer may be collectively referred to as the "Parties" or individually as a "Party".
RECITALS
Whereas, Darktrace is the supplier of the Offering that is more fully described in the applicable quotation, ordering document,
or commercial terms schedule provided by Darktrace or its authorised reseller, as applicable, and accepted by Darktrace, which
identifies the Appliances and any Services ordered by Customer from Darktrace or its authorised reseller, as applicable, the term,
the respective quantities, the applicable fees, together with any other specifications or requirements and any other restrictions
(if any) ("Product Order Form").
Whereas, Customer is interested in using the Offering for its internal use and Darktrace has agreed to Customer's use of the
Offering on the terms of this Agreement.
Now therefore, in consideration of the mutual covenants and the payment of Fees described herein, the Parties agree as follows:
1. DEFINITIONS
Certain capitalised terms used but not defined herein are as set forth in Appendix 1 to this Agreement.
2. EVALUATIONS AND BETA TESTING
The following terms in this Clause 2 apply to a Darktrace proof of value or technical preview of the Offering.
2.1. If Darktrace permits Customer to conduct a proof of value of any commercially -available Offering (the "Evaluation"), Customer
shall be granted a non-exclusive, non -transferable, non-sublicensable licence to use the Offering free of charge for evaluation
purposes only for a maximum of four (4) weeks, or such other duration as specified by Darktrace in writing at its sole discretion
(the "Evaluation Period"). Except for the foregoing, Darktrace does not grant Customer any rights, implied or otherwise in or
to the Offering in respect of an Evaluation. Customer must keep the Appliance free from liens, will be responsible for any
damage to such Appliance during the Evaluation Period (reasonable wear and tear excepted) and will carry insurance coverage
(all risks) in an amount equal to the full replacement value of the Appliance. On the expiry of the Evaluation Period, and unless
the Parties agree to a subsequent purchase of the Offering, Customer shall return the Appliance to Darktrace securely and
properly packaged, with carriage (and insurance at Customer's option) and this Agreement will terminate.
2.2. If Darktrace provides Customer with a new product or new version of the Offering for technical preview or beta testing
purposes (a "Preview Product"), Customer may use the Preview Product for evaluation purposes, in a non -production test
environment only, for the period specified by Darktrace (the "Test Period"). Customer will test the Preview Product in
accordance with any conditions specified in the readme file for the software or any accompanying Documentation and will
gather and report test data, feedback, comments and suggestions to Darktrace. Customer's right to use the Preview Product
will terminate upon expiry of the Test Period. Darktrace does not warrant that it will release a commercial version of the
Preview Product, or that a commercial version will contain the same or similar features as the Preview Product.
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DocuSign Envelope ID: 2773A5E9-70AC-4A2C-BCD1-9B2B65552AB9
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PRODUCT ORDER FORM
Customer Name: City of Tukwila Product Order Form: 140495 -202403 -07 -965639 -GM
VAT No: NA Date Prepared: 2024/03/07
Shipping Address: 6300 Southcenter Blvd. #202 Tukwila, WA 98188 Expiry Date: 2024/06/15
Invoice Address: 6300 Southcenter Blvd. #202 Tukwila, WA 98188
Attn: City of Tukwila
Email: Mike.Marcum@TukwilaWA.gov
Darktrace Offering :
Product/Services Description
COMBINED COVERAGE 1",,v: 0,
PREVENT
DETECT
Network
Darktrace DETECT/Network
RESPOND
Network
Darktrace RESPOND/Network
Cyber Al Analyst [for Network]
DEPLOYMENT USAGE FEES
Darktrace Deployment Usage Fees/Appliance
(Medium)
Subscription
Quantity Period
(months)
Annual Extended
Start Date End Date Customer Price Customer Price
USD USD
1,600 Devices 12.0 2024-06-30 2025-06-29
1,600 Devices 12.0 2024-06-30 2025-06-29
1 12.0 2024-06-30 2025-06-29
Subscription period commencing on 2024/06/30 ("Commencement Date)
Installation Services
Standard Support Services
TRAINING
eLearning Training
Public Online Training
26,895
TOTAL
26,895
DocuSign Envelope ID: 2773A5E9-70AC-4A2C-BCD1-9B2B65552AB9
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PRODUCT ORDER FORM
DS
Terms and Conditions:
By signing t is Pro.uct Or.er Form, issuing a purc ase or.er re erencing t is Pro uct Or.er Form or of erwise accessing or using t e 0 ering, t e Customer s use o t e
Offering shall be subject to the Darktrace Master Services Agreement, as previously agreed to between the Parties on June 16, 2022 in connection with a prior order
("Agreement"). Whereas Customer is already in possession of the Appliances listed above pursuant to a prior order, Darktrace shall not be required to provide any such
Appliances to Customer pursuant to this Product Order Form. Notwithstanding anything to the contrary in the Agreement, Clause 16.9 shall be amended such that the
Goveming Law is the State of Washington, and the Governing Courts shall be the King County Superior Courts located in King County, Washington.
The Appliance(s) are for use with respect to the Customer's applicable bandwidth throughput, number of connected devices and connections per minute as set out in the
applicable Product Data Sheet (https://darktrace.com/resources/contract-data-sheets.zip) (the "Appliance Specifications"). Should the Appliance Specifications be
2 exceeded, additional Fees shall be payable. The Software is limited to 1,600 (one thousand six hundred) Devices in use on the Customer network (the "Device Limit"). For the
purposes of this calculation a "Device' is a unique Internet Protocol address (IP address), tied to a piece of equipment, apparatus, or instrument, virtual or physical; that is
monitored, modelled and visible in the Threat Visualizer within a given 7 daytime frame. Should the Device Limit be exceeded, additional Fees shall be payable.
4
Fees are exclusive of any applicable sales tax, goods and services tax, withholding tax or VAT. Fees will be invoiced annually in advance from the Commencement Date.
Payment terms Net 30.
If Customer requires a purchase order, it must be sent at the time of acceptance of this Product Order Form and be for the full contract value. If it is not received, Darktrace
shall be entitled to invoice without it.
Acceptance of this Product Order Form is expressly limited to the terms of Darktrace's offer. Once accepted, the terms and conditions of this Product Order Form and the
6 Agreement will be the complete and exclusive statement of the agreement between the parties. Any modifications proposed by Customer are expressly rejected by
Darktrace and shall not become part of the Agreement in the absence of Darktrace's written acceptance.
This Product Order Form may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be
6 deemed to be an original and all of which together shall constitute one and the same agreement. Transmission of the executed counterpart of this Product Order Form by
email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart.
In consideration for the use of the Appliance and the licences granted herein, Customer agrees that Darktrace shall be permitted to (a) Iden
7 and to use the Customer's name in connection with proposals to prospective customers, (b) Display Customer's logo on Darktrace's web site, (c) Provide a reasonable
number of reference calls on demand.
Customer as a customer
For Customer
r—•DocuSigned by:
Signature
'`-8EE24380545B44 ...
Name: Thomas McLeod
Job Title: Mayor
Signature Date:
3/26/2024 1 11:56 AM PDT
("Effective Date"
APPROVED AS TO FORM BY ASSISTANT
CITY ATTORNEY 03/18/24
APPROVAL ON FILE.
For Darktrace:
Signature:
Name:
Job Title:
Signature Date
,' —DocuSigned by:
— 12D3C4B7C7254F2_.
Ryan Marston
Revenue Accountant
Mar 22, 2024