GocuSign Envelope ID 6BE73965-BAEF-4791-B930-DABA97 14DC55
‘®” DARKTRACE
DARKTRACE MASTER CUSTOMER AGREEMENT
t{MPORTANT - READ CAREFULLY:
Please read the following legally binding Darktrace Master Customer Agreement (“Agreement”) between Darktrace 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.
lf 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 fuil 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 wili 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.
V09.12.2020 MCA SHRINKWRAP
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