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6.4.
7.1,
7.2.
7.3.
7A.
8.1.
9.1.
‘@ DARKTRACE
extent relevant to Darktrace's provision of the Support Services, and such remote access will be subject to Customer’s
reasonable policies and procedures provided to Darktrace in writing in advance. The Call Home connection remains within
Customer’s complete control and is initiated by the onsite Appliance. It can be initiated and terminated at any time by
Customer.
DISCLAIMER. UNLESS EXPRESSLY AGREED, THE SERVICES DO NOT INCLUDE THE MONITORING, INTERPRETATION OR
CORRECTIVE ACTION WITH RESPECT TO ANY ALERTS GENERATED BY THE OFFERING. NO ADVICE, REPORT, OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM DARKTRACE OR THROUGH OR FROM THE SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER UNDERSTANDS THAT: (A) ANY OUTCOME
OF THE SERVICES INVOLVING SECURITY ASSESSMENT IS LIMITED TO A POINT-IN-TIME EXAMINATION OF CUSTOMER’S
SECURITY STATUS; AND (B) THE SERVICES DO NOT CONSTITUTE ANY FORM OF REPRESENTATION, WARRANTY OR
GUARANTEE THAT CUSTOMER’S SYSTEMS ARE SECURE FROM EVERY FORM OF ATTACK, EVEN IF FULLY IMPLEMENTED.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT NOT ALL ANOMALIES / INTRUSIONS MAY BE REPORTED OR
PREVENTED.
FEES, PAYMENT AND TAXES
Fees. Fees are stated in the Product Order Form. No refunds will be made except as provided in Clause 9 and Clause 10.3
of this Agreement. Unless otherwise explicitly agreed in writing, fees are: (i) exclusive of sales and use taxes assessed by any
taxing authority in the jurisdiction(s) in which Customer is physically located and takes delivery of the Appliance or Services;
and (ii) exclusive of duties and shipping and handling fees, which unless otherwise agreed will be the responsibility of
Customer. Should Customer be required under any law or regulation of any governmental entity or authority outside of the
United Kingdom to withhold or deduct any portion of the payments due to Darktrace, then Customer will increase the sum
payable to Darktrace by the amount necessary to yield to Darktrace an amount equal to the sum Darktrace would have
received had no withholdings or deductions been made..
Invoices and Payment. Unless otherwise stated in the Product Order Form, Customer will be invoiced the Fees from the
commencement date specified in the Product Order Form (the “Commencement Date”). Any other charges, such as out of
pocket expenses will be invoiced monthly in arrears. Invoicing will occur via email. Unless otherwise agreed in the Product
Order Form, Customer agrees to pay all undisputed amounts within thirty (30) days of Customer’s receipt of the applicable
invoice by direct bank or wire transfer in accordance with the instructions on the invoice, and any bank charges assessed on
Customer by Customer’s bank. UNLESS PAYMENTS ARE MADE BY BANK OR WIRE TRANSFER, THEY MUST BE MADE
ANNUALLY IN ADVANCE. Darktrace may suspend or cancel performance of open orders or Services if Customer fails to make
payments when due, reserving all other rights and remedies as may be provided by law. Darktrace may impose late charges
on overdue payments at a rate equal to two percent (2%) per annum above the official dealing rate of the Bank of England,
calculated from the date payment was due until the date payment is made, and all reasonable expenses incurred in collection,
including legal fees.
Lapsed Fees. If Customer has lapsed in the payment of Fees due hereunder, Darktrace may suspend the provision of
Services and prior to recommencement of the Services by Darktrace, Customer will be responsible for paying all fees
associated with the Offering from the date such Services were stopped through to the then-current date.
Clause 7 shall not apply where Customer has purchased the Offering through a Darktrace authorised reseller.
INTELLECTUAL PROPERTY; OWNERSHIP
Intellectual Property. Except as expressly set forth herein: (i) this Agreement does not grant either Party any rights, implied
or otherwise, to the other’s Intellectual Property; and (ii) Darktrace, its suppliers and licensors, retain all right, title and
interest in and to the Offering , and the Documentation and all copies thereof, including all enhancements, error correction,
new releases, updates, derivations, and modifications thereto (collectively, “Darktrace Intellectual Property”). Customer
agrees to inform Darktrace promptly of any infringement or other improper action with respect to Darktrace Intellectual
Property that comes to Customer’s attention.
WARRANTIES
Hardware Warranty. Darktrace warrants to Customer that during the three (3) year period from the date of delivery of the
Appliance, the Hardware will perform materially in accordance with the applicable Datasheet.
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