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11
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2023
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041823
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11
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4/12/2023 1:32:09 PM
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4/12/2023 1:32:06 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
4/18/2023
DESTRUCT DATE
15Y
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DocuSign Envelope ID:C26F5DC2-68D6-4000-9A26-D80880934DA7 <br /> Terms e <br /> By signing this Product Order Form("Product Order Form"),issuing a purchase order referencing this Product Order Form or otherwise accessing or using the <br /> 1 Offering,the Customer's use of the Offering shall be subject to the Darktrace Master Customer Agreement included in the Appliance,which can also be found at: <br /> https://www.darktrace.com/resources/legal-online-terms.pdf("Agreement'). <br /> Customer shall have the right to terminate the subscriptions conveyed by this Product Order Form on or by close of business on 31 December 2022,solely in the <br /> event Customer fails to receive sufficient appropriation of funds or authorization for the expenditure of sufficient funds to provide for the continuation of such <br /> 2 licenses.In such circumstance,Customer will provide as much notice as possible and in any case at least ten(10)days'written notice sent to <br /> fingroup@darktrace.com prior to such anniversary of the Commencement Date,and in such notice Customer shall certify and warrant in writing that sufficient <br /> funds have not been appropriated or authorized to continue the Offering and Agreement.If Customer does not provide the foregoing notice,(a)this Product <br /> Order Form will continue to be effective,and(b)Darktrace shall be entitled to invoice Customer in accordance with the terms of this Product Order Form, <br /> For SaaS application purposes,a"User"is a user with log-in credentials to the relevant application.Customer's use of SaaS-M365-AGS will be limited to a <br /> 3 maximum of 580 Users.For such purposes,a"User"is a user in the relevant SaaS environment with an account,or with log-in credentials to the relevant SaaS <br /> platform,as applicable.Should the User limit be exceeded,additional Fees shall be payable. <br /> Customer's use of Antigena Email is limited to the number of Users specified above.For such purposes,a"User"is a user in an email environment with an <br /> 4 account capable of sending or receiving email. <br /> 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 <br /> out in the applicable Product Data Sheet(https://darktrace.com/resources/contract-data-sheets.zip)(the"Appliance Specifications").Should the Appliance <br /> Specifications be exceeded,additional Fees shall be payable.The Software is limited to three thousand(3,000)Devices in use on the Customer network(the <br /> 5 "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 <br /> instrument,virtual or physical;that is monitored,modelled and visible in the Threat Visualizer within a given 7 day time frame.Should the Device Limit be <br /> exceeded,additional Fees shall be payable. <br /> Fees are exclusive of any applicable sales tax,goods and services tax,withholding tax or VAT.Fees will be invoiced in advance as follows:(i)$75,000 on or <br /> 6 about the Commencement Date:(ii)$75,185 on or about 1 January 2023;(iii)$150,185 on or about 1 July 2023;(iv)$150,185 on or about 1 July 2024,and(v) <br /> $150,185 on or about 1 January 2025.Payment terms Net 30. <br /> If Customer requires a purchase order,it must be sent at the time of acceptance of this Product Order Form and be for the full contract value.If it is not received, <br /> 7 Darktrace shall be entitled to invoice without it. <br /> Acceptance of this Product Order Form is expressly limited to the terms of Darktrace's offer.Once accepted,the terms and conditions of this Product Order Form <br /> 8 and the Agreement will be the complete and exclusive statement of the agreement between the parties.Any modifications proposed by Customer are expressly <br /> rejected by Darktrace and shall not become part of the Agreement in the absence of Darktrace's written acceptance. <br /> This Product Order Form may be executed in any number of counterparts and by different parties in separate counterparts.Each counterpart when so executed <br /> 9 shall be deemed to be an original and all of which together shall constitute one and the same agreement.Transmission of the executed counterpart of this <br /> Product Order Form by email(n PDF,JPEG or other agreed format)shall take effect as delivery of an executed counterpart. <br /> This order is signed subject to the terms and conditions above <br /> For Customer DoeDBigRed by: For Darktrace: <br /> CDoc Signedb <br /> [icfIIS—,,ON.L$ <br /> 89 55 0�C5 55 <br /> Signature: F�ns��rnsaa+ag_ Signature: Rac a -E�1as-]ones <br /> Name: Allen Hammond Name: <br /> Financial Director <br /> Job Title: Director fflA i%p ati on Technology Job Title: <br /> Signature Date: Signature Date: 7/4/2022 <br /> ("Effective Date") <br /> Darktrace Holdings Limited,Maurice wakes Building,St John's Innovation Park,CovAey Road,Cambridge CB4 ODS,UK <br /> Registered No.:GBO8502035,VAT No.G8290 0399 03 <br />
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