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11.
DARKTRACE
Appendix 1 - Definitions
DEFINITIONS:
Defined Terms. Terms defined in this Appendix 1 will have the meanings given below. Defined terms may be used in the singular
or plural depending on the context.
“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under
common control with a Party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50%)
or more of the voting stock, other vesting interest, or income of a corporation or other business entity;
“Alerts” means features of the Software that generates alerts of suspected malicious activity on a Customer's network;
“ Applianc e(s}"_means the Software, or Software combined with Hardware, as more fully described on the Product Order Form
“Call Home” means the secure and encrypted channel that connects the Appliance to Darktrace central management;
“Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs,
operations, customers, suppliers, processes, budgets, pricing policies, product information, strategies, developments, trade
secrets, Intellectual Property, and know-how of a Party, and any other information clearly designated by a Party as being
confidential to it (whether or not it is marked "confidential"), and information that ought reasonably be considered to be
confidential, but in all circumstances excludes any Personal Data.
“Customer Data” means all data and information provided by Customer to, or accessible by, Darktrace under this Agreement
in connection with the performance of the Services (which may include information about network traffic on Customer's
network (metrics), log/metadata collection, as well as the raw packet capture data from Customer's network);
“Datasheet” means the document providing the specification for the Hardware, Software or Services, as applicable and as
may be updated by Darktrace from time to time;
“Data Privacy Laws” means the Data Protection Act 2018, the Privacy and Electronic Communications {EC Directive}
Regulations 2003, the General Data Protection Regulation (Regulation (EU) 2016/679} (“GDPR”), the California Consumer
Privacy Act of 2018 (“CCPA”), and laws of similar purpose or effect in any retevant jurisdiction, in each case as amended,
updated, re-enacted or replaced from time to time:
“Documentation” means user manuals for the Appliance consisting of the applicable instaltation guides, Datasheets; service
descriptions, technical specifications and online help files provided by Darktrace or available on Darktrace’s online portal, as
may be updated by Darktrace from time to time;
“Effective Date” means the Effective Date specified in the Product Order Form;
“EU Model Clauses” means the standard contractual clauses for the transfer of personal data to processors established in third
countries which do not ensure an adequate level of data protection under Directive 95/46/EC, pursuant to the European
Commission Decision of 5 February 2010;
"Fees" means all applicable fees as set out in the Product Order Form;
“GPL Software” means third party software provided by Darktrace on the Hardware to support use of the Software that is
licensed directly to Customer and the relevant Customer Affiliates by the relevant rights holder on the terms of the version
included or provided with it of the GNU General Public Licence, GNU Lesser General Public Licence or other comparable licence.
“Hardware” means any hardware device (including embedded firmware) shipped and installed as part of the Offering;
“Information Security Standards” means Darktrace’s information security code of conduct, as amended from time to time in
Darktrace’s sole discretion and available upon request;
“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs,
applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and
topography rights, know-how and other proprietary knowledge and information, internet domain names, rights protecting
goodwill and reputation, database rights (including rights of extraction} and all rights and forms of protection of a similar
nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents
in respect of any of the rights and forms of protection mentioned in this definition (and “tntellectual Property Rights” will be
construed accordingly);
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