DecuSign Envelope ID: 68E73965-BAEF-4791-6930-DABA9714DC55
1.2.
DARKTRACE
“Offering” means collectively the Appliance(s), Software, Services and the Documentation;
“Open Source Software” means third party software that Darktrace distributes with the Software pursuant to a licence that
requires, as a condition of use, modification or distribution of such software, that the software or other software combined
and/or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative
works; {iii} redistributable at no charge; or (iv) redistributable but subject to other limitations;
“Product Order Form” has the meaning set forth in the introductory paragraphs;
“Personal Data” means, generally, information relating to an identified or identifiable natural person, or other regulated
data types as defined by applicable Data Privacy Laws;
“Services” means the Darktrace Support Services, and any Installation Services, training or professional services which may
be provided by Darktrace as specified in the Product Order Form;
“Support Service Options” means the optional support services, if any, as specified in the Product Order Form and further
described in the Support Services Data Sheet;
“Site(s)” means the Customer's business location or its datacentre at the locations described in a Product Order Form;
“Software” means the Darktrace and the Third Party Software (in object code form) delivered to Customer as part of the
Offering or ona standalone basis, together with all enhancements, error corrections, and/or updates which are generally
made available by Darktrace as part of the Offering. The GPL Software does not form part of the Software and is licensed
to Customer and the Customer Affiliates directly on the terms of the applicable licences, provided that the GPL Software will
nevertheless be deemed to form part of the Software for the purposes of the Support Services, such that Darktrace will
support it as if it were part of the Software;
“Standard Support Services” means the standard support services provided by Darktrace as set out in the Darktrace Support
Services Data Sheet;
“Support Services Data Sheet” means the Documentation describing the terms of the Support Services.
“Third Party Licensors” means the suppliers of the Third Party Software to Darktrace; and
“Third Party Software” means: (i) any software or other technology that is licensed to Darktrace from Third Party Licensors for
the purpose of making the Offering available commercially; and (ii) Open Source Software.
Construction. In this Agreement (except where the context otherwise requires):
1.2.1. any reference to a clause or schedule is to the relevant clause or schedule of or to this Agreement and any reference
to a paragraph is to the relevant paragraph of the clause or schedule in which it appears;
1.2.2. the index and clause headings are included for convenience only and will not affect the interpretation of this Agreement;
1.2.3. use of the singular will include the plural and vice versa;
1.2.4. use of any gender will include any other gender;
1.2.5. any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations,
organisations, governments, foundations and trust (in each case whether or not having separate legal personality);
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1.2.6. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as
illustrative and will not limit the sense of the words preceding those terms;
1.2.7. any reference to any other document is a reference to that other document as amended, varied, supplemented, or
novated (in each case, other than in breach of the provisions of this Agreement) at any time.
V01.04.2020 MCA SHRINKWRAP 12
