CONTRACT 6386 Vender Agreement CLOSEDAgreement No. 6386
END USER AGREEMENT
THIS AGREEMENT GOVERNS THE USE OF PALO ALTO NETWORKS PRODUCTS INCLUDING SOFTWARE -AS -A -
SERVICE, CLOUD -DELIVERED SECURITY SERVICES, HARDWARE AND SOFTWARE. PRODUCT BRANDS INCLUDE,
BUT ARE NOT LIMITED TO, CORTEX, PRISMA, AND STRATA.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (REFERRED TO HEREIN AS "CUSTOMER", "END USER", "YOU" or "YOUR") AND
(A) PALO ALTO NETWORKS, INC. AND ITS AFFILIATES, 3000 TANNERY WAY, SANTA CLARA, CALIFORNIA 95054, UNITED
STATES, IF YOU ARE LOCATED IN NORTH OR LATIN AMERICA; OR (8) PALO ALTO NETWORKS (NETHERLANDS) B.V. AND ITS
AFFILIATES, OVAL TOWER, DE ENTREE 99-197, 5TH FLOOR, 1101 HE AMSTERDAM, IF YOU ARE LOCATED OUTSIDE NORTH
OR LATIN AMERICA ("PALO ALTO NETWORKS").
BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PALO ALTO NETWORKS
PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL ITS
TERMS, IMMEDIATELY CEASE USING OR ACCESSING THE PRODUCT. THIS AGREEMENT GOVERNS YOUR USE OF PALO ALTO
NETWORKS PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WITHOUT LIMITATION THROUGH AN AUTHORIZED
DISTRIBUTOR, RESELLER, ONLINE APP STORE, OR MARKETPLACE. MAINTENANCE AND SUPPORT SERVICES ARE GOVERNED
BY THE END USER SUPPORT AGREEMENT FOUND AT www.paloaltonetworks.com/teeai/eusa WHICH IS HEREBY
INCORPORATED BY REFERENCE INTO THIS AGREEMENT.
If you use a Product for proof of concept, beta testing, trial, evaluation or other similar purpose ("Evaluations"), you may do
so for 30 days only unless Palo Alto Networks issues an extension. Palo Alto Networks reserves the right to terminate
Evaluations at any time. Upon expiration or termination of the Evaluation, you shall cease using the Product(s) provided for
Evaluation and must return any Evaluation Hardware to Palo Alto Networks in the same condition as when first received,
except for reasonable wear and tear. For Evaluations, only sections 1, 2, 3, 8, 10,11 and 12 of this Agreement shall apply
because Evaluations are provided "AS €5". PALO ALTO NETWORKS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OF THIRD -PARTY RIGHTS,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
1. DEFINITIONS
"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with Customer or Palo Alto
Networks, as applicable, where "Control" means having the power, directly or indirectly, to direct or cause the direction of
the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
"End User Data" means data that may be accessed or collected by Products during the relationship governed by this
Agreement, in the form of logs, session data, telemetry, user data, usage data, threat intelligence data, and copies of
potentially malicious files detected by the Product. End User Data may include confidential data and personal data, such as
source and destination IP addresses, active directory information, file applications, URLs, file names, and file content.
"Enterprise Program" means a volume licensing arrangement, valid for a specified term, during which End User may access
certain Software, Subscriptions, and/or related technical support.
"Hardware" means hardware -based products listed on Palo Alto Networks' then -current price list or supplied by Palo Alto
Networks regardless of whether a fee is charged for such hardware.
"Product" means, collectively, Hardware, Software, Subscription, or any combination thereof, regardless of whether or not
the Product was procured under an Enterprise Program.
"Published Specifications" mean the user manual and other corresponding material published by Palo Alto Networks and
customarily made available to End Users of the applicable Product.
"Software" means any software embedded in Hardware and any standalone software that is provided without Hardware,
including updates, regardless of whether a fee is charged for the use of such software.
"Subscription" means Software -as -a -Service and cloud -delivered security services, including updates, provided by Palo Alto
Networks including, but not limited to, Cortex, Prisma, Threat Prevention, URL Filtering, WildFire, regardless of whether a
fee is charged for its use. Technical support, customer success plans, and professional services are not considered
Subscriptions under this Agreement.
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Agreement No. 6386
2. USE AND RESTRICTIONS
a. Software Use Grant
This section 2a applies to Software only. Subject to your compliance with this Agreement, Palo Alto !Networks grants you a
limited, non-exclusive right to use the Software:
L in accordance with Published Specifications for the Product;
ii. solely within the scope of the license purchased (e.g, number of users);
iii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iv. through your third -party contractor providing IT services solely for your benefit, subject to their compliance with
this Agreement.
All other rights in the Software are expressly reserved by Palo Alto Networks.
b. Acces to Subscri Lions
This section 2b applies to Subscriptions only. During the term of the Subscriptions purchased, Palo Alto Networks will use
commercially reasonable efforts to make them available 24 hours a day, 7 days a week except for published downtime or
any unavailability caused by circumstances beyond our control including, but not limited to, a force majeure event
described in section 12g below. Palo Alto Networks grants you a non-exclusive right to access and use the Subscriptions:
i. in accordance with Published Specifications for the Product;
ii. solely within the usage capacity purchased (e.g., number of workloads);
iii, solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iv. through your third -party contractor providing IT services solely for your benefit, subject to their compliance with
this Agreement.
All other rights to the Subscriptions are expressly reserved by Palo Alto Networks.
C. Use Restrictions
You shall not:
I. Use any Product that is procured under a Lab or NFR (not for resale) SKU in a production environment.
ii. Use the Products beyond the scope of the license and/or capacity purchased;
iii. Modify, translate, adapt or create derivative works from the Products, in whole or in part;
iv, disassemble, decompile, reverse engineer or otherwise attempt to derive the source code, methodology, analysis,
or results of the Products, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use
despite this prohibition;
v. Remove, modify, or conceal any product identification, copyright, proprietary or intellectual property notices or
other such marks on or within the Product;
vi. Disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you
(or a third -party contracted by you) run on the Products, in whole or in part;
vii. Transfer, sublicense, or assign your rights under this Agreement to any other person or entity except as expressly
provided in section 2d below, unless expressly authorized by Palo Alto Networks in writing;
viii. Sell, resell, transfer the Products except in accordance with Palo Alto Networks license transfer rocedure
{htt s:www. aloaltonetworks,co su ort su rtw olicies secondar -market- olic .html ;
ix. Use Software that is iicensed for a specific device, whether physical or virtual, on another device, unless expressly
authorized by Palo Alto Networks in writing;
x. Duplicate the Software, its methodology, analysis, or results unless specifically permitted in accordance with
Published Specifications for such Software or for the specific purpose of making a reasonable number of archival or
backup copies, and provided in both cases that you reproduce in the copies the copyright and other proprietary notices
or markings that appear on the original copy of the Software as delivered to you;
xi. Use the Subscriptions to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to
store or transmit material in violation of third -party privacy or intellectual property rights;
xii. Use the Subscriptions in any manner not authorized by the Published Specifications for the Product;
xiii. Interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the
Subscriptions, their related systems or networks, or any third -party data contained therein; or
xiv. Provide access to or otherwise make the Products or the functionality of the Products available to any third party
through any means, including without limitation, by uploading the Software to a network or file -sharing service or
through any hosting, managed services provider, service bureau or other type of service unless specifically permitted
by the Published Specifications or agreed otherwise in a separate managed services agreement with Palo Alto
Networks.
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Agreement No. 6386
d. Affiliates
If you purchase Product for use by your Affiliate, you shall:
i. provide the Affiliate with a copy of this Agreement;
ii. ensure that the Affiliate complies with this Agreement;
lii. be responsible and liable for any breach of this Agreement by such Affiliate; and
iv. where applicable, be responsible and liable for any local law that imposes any tariffs, fees, penalties, or fines
arising from your Affiliates' use of the Product in such jurisdictions.
e. Authentication Credentials
You shall keep accounts and authentication credentials providing access to Products secure and confidential. You must
notify Palo Alto Networks without undue delay about any misuse of your accounts or authentication credentials you
become aware of.
3. OWNERSHIP
Palo Alto Networks and its suppliers retain all rights to intellectual and intangible property relating to the Product, including
but not limited to copyrights, patents, trade secret rights, and trademarks and any other intellectual property rights therein
unless otherwise indicated. You shall not delete or alter the copyright, trademark, or other proprietary rights notices or
markings that appear on the Product. To the extent you provide any suggestions or comments related to the Products, Palo
Alto Networks shall have the right to retain and use any such suggestions or comments in current or future products or
subscriptions, without your approval or compensation to you.
4. PAYMENT AND TAXES (Section 4 does not apply to you if you purchased Product from an authorized distributor or
reseller)
a. Fees
Applicable fees will be set forth on the website at the time of purchase or in the applicable invoice. Note, however, that
fees which are payable in advance for volume or capacity usage (e.g., number of accounts, credits, endpoints, devices,
points, seats, terabytes of data, tokens, users, workloads, etc.) must be reconciled with actual usage at the end of each
month or applicable service period. Palo Alto Networks reserves the right to perform true -up reconciliation and charge for
any usage above the volume or capacity purchased. Unless you have chosen monthly billing, fees will be due net thirty (30)
days from invoice date. All sums due and payable that remain unpaid after any applicable cure period herein will accrue
interest at the highest rate permissible by applicable law. Palo Alto Networks reserves the right to assign its right to receive
payments hereunder to a third party with notice but without your consent. For purposes of such assignment, such third
party shall be considered a third -party beneficiary of the payment obligation underthis Agreement. All fees are non-
refundable unless otherwise specified.
b. Taxes
Prices quoted are exclusive of all sales, use, value-added, good and services, withholding and other taxes or duties. You will
pay or self -assess all taxes and duties assessed in connection with this Agreement and its performance, except for taxes
payable on Palo Alto Networks' net Income. To the extent that any amounts payable by you are subject to withholding
taxes, the amount payable shall be grossed up such that the amount paid to Palo Alto Networks net of withholding taxes
equals the amount invoiced by Palo Alto Networks. If you pay any withholding taxes based on payments made by you to
Palo Alto Networks hereunder, you will furnish Palo Alto Networks with written documentation of all such tax payments,
including receipts and other customary documentation, to demonstrate to the relevant tax authorities that you have paid
such taxes. If applicable, you shall also provide Palo Alto Networks with appropriate VAT/GST registration numbers and
other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any tax
or duties. You agree to indemnify Palo Alto Networks from liabilities, damage, costs, fees and expenses, arising out of or
resulting from any third -party claims based on or otherwise attributable to your breach of this section 4b. if you are located
in Australia, the terms in this section 4 shall be binding between you and Palo Alto Networks (Australia) Pty Ltd.
S. THIRD -PARTY PRODUCTS AND SERVICES
Through its Product(s), Palo Alto Networks may make available to you third -party products or services ("third -party apps")
which contain features designed to interoperate with our Products. To use such features, you must either obtain access to
such third -party apps from their respective providers or permit Palo Alto Networks to obtain access on your behalf. All
third -party apps are optional and if you choose to utilize such third -party apps:
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Agreement No. 6386
i. all governing terms and conditions, including licensing and data processing terms, shall be entered into between
you and the applicable app provider;
ii. you may be required to grant Palo Alto Networks access to your account on such third -party apps; and
iii. you instruct Palo Alto Networks to allow the app provider to access your data as required for the interoperation
with our Products.
In the event the operation of the third -party app requires the processing of personal data to which the General Data
Protection Regulation ("GDPR") applies in a country that does not provide adequate data protection safeguards, then you
and the app provider will put in place an adequate data transfer mechanism as set out in Arts. 46 or 47 of the GDPR,
including executing appropriate Standard Contractual Clauses, as needed, Palo Alto Networks shall not be responsible for
any disclosure, modification, or deletion of your data resulting from access by such app providers. App providers do not
operate as sub -processors to Palo Alto Networks, as that term is defined in the GDPR. Palo Alto Networks is not liable for
and does not warrant or support any such third -party apps, whether or not they are designated as "Palo Alto Networks -
certified" or otherwise, Similarly, Palo Alto Networks cannot guarantee the continued availability of such third -party apps if
for example the provider of the third -party app ceases to provision its product or service at a level that is acceptable to Palo
Alto Networks.
6. TERM; TERMINATION; AND EFFECT OF TERMINATION
This Agreement is effective until terminated or, as applicable, in accordance with the term of your Subscription. You may
terminate this Agreement at any time by notifying Palo Alto Networks. Palo Alto Networks may terminate this Agreement
at any time in the event you breach any material term and fail to cure such breach within thirty (30) days following notice.
Upon termination, you shall immediately cease using the Product.
7. WARRANTY, EXCLUSIONS AND DISCLAIMERS
a. Warranty
Palo Alto Networks warrants that:
L Hardware shall be free from defects in material and workmanship for one (1) year from the date of shipment;
ii. Software shall substantially conform to Palo Alto Networks' Published Specifications for three (3) months from
fulfillment; and
iii. Subscriptions shall perform materially to Published Specifications for the entire duration of the selected term.
As your sole and exclusive remedy and Palo Alto Networks' and its suppliers' sole and exclusive liability for breach of
warranty, Palo Alto Networks shall, at its option and expense, repair or replace the Hardware or correct the Software or the
Subscriptions, as applicable. All warranty claims must be made on or before the expiration of the warranty period specified
herein, if any. Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products
that are returned to Palo Alto Networks and replaced become the property of Palo Alto Networks. Palo Alto Networks shall
not be responsible for your or any third party's software, firmware, information, or memory data contained in, stored on,
or integrated with any Product returned to Palo Alto Networks for repair or upon termination, whether under warranty or
not. You will pay the shipping costs for return of Products to Palo Alto Networks. Palo Alto Networks will pay the shipping
costs for repaired or replaced Products back to you,
b. Exclusions
The warranty set forth above shall not apply if the failure of the Product results from or is otherwise attributable to:
L repair, maintenance or modification of the Product by persons other than Palo Alto Networks or its designee;
ii. accident, negligence, abuse or misuse of a Product;
iii. use of the Product other than in accordance with Published Specifications;
iv. improper installation or site preparation or your failure to comply with environmental and storage requirements
set forth in the Published Specifications including, without limitation, temperature or humidity ranges; or
v. causes external to the Product such as, but not limited to, failure of electrical systems, fire or water damage.
C. Disclaimers
EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
PRODUCTS ARE PROVIDED "AS 15". PALO ALTO NETWORKS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND
EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF
COURSE OF DEALING OR USAGE OF TRADE. PALO ALTO NETWORKS DOES NOT WARRANT THAT (1) THE PRODUCTS WILL
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Agreement No. 6386
MEET YOUR REQUIREMENTS, (II) THE USE OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE, OR (III) THE PRODUCTS
WiLL PROTECT AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.
8. LIMITATION OF LIABILITY
a. Disclaimer of Indirect Dama es
To the fullest extent permitted by applicable law, in no event shall either party or Palo Alto Networks' suppliers be liable for
any special, indirect, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to loss
of business, data, profits, or use or for the cost of procuring substitute products, services or other goods), arising out of or
relating to the Products to which this Agreement relates, regardless of the theory of liability and whether or not each party
was advised of the possibility of such damage or loss.
b. Direct Dames
To the fullest extent permitted by applicable law, in no event shall the total liability of either party or Palo Alto Networks'
suppliers, from all claims or causes of action and under all theories of liability arising out of or relating to the Products to
which this Agreement relates, exceed the greater of one million United States dollars or the total amount you paid for the
entire term of the Subscription or Enterprise Program on which the claim is based. The foregoing limitation in this section
815 shall not apply to liability arising from:
i. death or bodily injury;
li. sections 2 (Use and Restrictions) and 9 (Indemnification); and
ill. Customer's payment obligations for the Product and related services, if any.
9. INDEMNIFICATION
a. Indemnification and Procedure
Palo Alto Networks will defend, at its expense, any third -party action or suit against you alleging that a Product infringes or
misappropriates such third party's patent, copyright, trademark, or trade secret (a "Claim"), and Palo Alto Networks will
pay damages awarded in final judgment against you or agreed to in settlement by Palo Alto Networks to the extent
attributable to any such Claim; provided that you (i) promptly notify Palo Alto Networks in writing of the Claim; (ii) give Palo
Alto Networks sole control of the defense and settlement of the Claim; and (iii) reasonably cooperate with Palo Alto
Networks' requests for assistance with the defense and settlement of the Claim. Palo Alto Networks will not be bound by
any settlement or compromise that you enter into without Palo Alto Networks' prior written consent.
b. Remedy
If a Product becomes, or in Palo Alto Networks' opinion is likely to become, the subject of a Claim, then Palo Alto Networks
may, at its sole option and expense:
i. procure the right for you to continue using the Product;
ii. replace or modify the Product to avoid the Claim; or
iii, if options (i) and (ii) cannot be accomplished despite Pala Alto Networks' reasonable efforts, then Palo Alto
Networks may accept return of the Product and grant you credit for the price of the Product as depreciated on a
straight-line five (5) year basis, commencing on the date you received such Product or, for Subscriptions, grant you
credit for the portion of the Subscription paid but not used.
C. Ex s
Palo Alto Networks' obligations under this section 9 shall not apply to the extent any Claim results from or is based on:
I. modifications to a Product made by a party other than Palo Alto Networks or its designee;
ii, the combination, operation, or use of a Product with hardware or software not supplied by Palo Alto Networks, if a
Claim would not have occurred but for such combination, operation or use;
iii. failure to use (1) the most recent version or release of a Product, or (2) an equally compatible and functionally
equivalent, non -infringing version of a Product supplied by Palo Alto Networks to address such Claim;
iv. Palo Alto Networks' compliance with your explicit or written designs, specifications or instructions; or
v. use of a Product not in accordance with Published Specifications.
THE FOREGOING TERMS STATE PALO ALTO NETWORKS' SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY THIRD -PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
10. CONFIDENTIALITY
"Confidential Information" means the non-public information that is exchanged between the parties, provided that such
information is identified as confidential at the time of initial disclosure by the disclosing party ("Discloser"), or disclosed
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Agreement No. 6386
under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by
the party receiving such information ("Recipient"). Notwithstanding the foregoing, Confidential Information does not
include information that Recipient can prove by credible evidence:
I. Was in the public domain at the time it was communicated to Recipient;
ii. Entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient;
iii. Was in Recipient's possession free of any obligation of confidentiality at the time it was communicated to
Recipient;
iv. Was disclosed to Recipient free of any obligation of confidentiality; or
v. Was developed by Recipient without use of or reference to Discloser's Confidential Information.
Each party will not use the other party's Confidential Information, except as necessary for the performance of this
Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and
subcontractors who need to know such Confidential Information for the performance of this Agreement, provided that
each such employee and subcontractor is subject to use and disclosure restrictions that are at least as protective as those
set forth herein. Recipient shall maintain the confidentiality of Discloser's Confidential Information using the same effort
that it ordinarily uses with respect to its own confidential information of similar nature and importance, but no less than
reasonable care. The foregoing obligations will not restrict Recipient from disclosing Discloser's Confidential Information:
a. Pursuant to an order issued by a court, administrative agency, or other governmental body, provided that the
Recipient gives reasonable notice to Discloser to enable it to contest such order;
b. On a confidential basis to its legal or professional financial advisors; or
C. As required under applicable securities regulations.
The foregoing obligations of each Party shall continue for the period terminating three (3) years from the date on which the
Confidential Information is last disclosed, or the date of termination of this Agreement, whichever is later.
11. END USER DATA AND DATA PROTECTION
Palo Alto Networks will process End User Data, including personal data, in accordance with the Data erocessing Agreement
which shall be incorporated by reference herein.
12. GENERAL
a. Assi nment
Neither party may assign or transfer this Agreement or any obligation herein without the prior written consent of the other
party, except that, upon written notice, Palo Alto Networks may assign or transfer this Agreement or any obligation herein
to its Affiliate, or an entity acquiring all or substantially all assets of Palo Alto Networks, whether by acquisition of assets or
shares, or by merger or consolidation without your consent. Any attempt to assign or transfer this Agreement shall be null
and of no effect. For purposes of this Agreement, a change of Control will be deemed to be an assignment. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties.
b. Auditing End User gpj11p fiance
You shall retain records pertaining to Product usage. You grant to Palo Alto Networks and its independent advisors the right
to examine such records no more than once in any twelve-month period solely to verify compliance with this Agreement. in
the event such audit reveals non-compliance with this Agreement, you shall promptly pay the appropriate license fees, plus
reasonable audit costs.
C. Authorization Codes;. Grace Periods
Where applicable, you will be able to download Software via the server network located closest to you. Your Product may
require an authorization code to activate or access Subscriptions and support. The authorization codes will be issued at the
time of order fulfillment. The Subscription or support term will commence in accordance with the grace period policy at
htt s: www. aloaltonetorks.com su ort 'su ort- olicies race- eriod.html
d. Com lia ce with Laws, Ex ort Control
You shall comply with all applicable laws in connection with your activities arising from this Agreement. You further agree
that you will not engage in any illegal activity and you acknowledge that Palo Alto Networks reserves the right to notify you
or appropriate law enforcement in the event of such illegal activity. Both parties shall comply with the U.S. Export
Administration Regulations, and any other export laws, restrictions, and regulations to ensure that the Product and any
technical data related thereto is not exported or re-exported directly or indirectly in violation of or used for any purposes
prohibited by such laws and regulations.
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Agreement No. 6386
e. Cumulative Remedies
Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies will be without prejudice
to any other remedies under this Agreement or otherwise.
f. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and
supersedes all prior written or oral agreements, understanding and communications between them with respect to the
subject matter hereof. Any terms or conditions contained in your purchase order or other ordering document that are
inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Palo Alto Networks
and shall be deemed null and of no effect.
g. Forcer
Palo Alto Networks shall not be responsible for any cessation, interruption, or delay in the performance of its obligations
hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike,
lockout, boycott, availability of network and telecommunications services or other similar events beyond its reasonable
control.
h. Governina Law
If you are located in North or Latin America, this Agreement shall be governed by and construed in accordance with the
laws of the state of California, excluding its conflict of laws principles. Any legal action or proceeding arising under this
Agreement will be brought exclusively in the state or federal courts located in Santa Clara county, California. If you are
located outside North or Latin America, this Agreement shall be governed by and construed in accordance with the laws of
the Netherlands, excluding its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be
brought exclusively before the District Court of Amsterdam, the Netherlands. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply.
i. Headings
The headings, including section titles, are given solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this document or any of its provisions.
j. Notices
All notices shall be in writing and delivered by overnight delivery service or by certified mail sent to the address published
on the respective parties' websites or the address specified on the relevant order document (attention; Legal Department),
and in each instance will be deemed given upon receipt.
k. Open Source Software
The Products may contain or be provided with components subject to the terms and conditions of open source software
licenses ("Open Source Software"). A list of Open Source Software can be found at
litt s: www. aloaltonetworks.com documentation ss-listings/oss-kstingLbtrnI. These Open Source Software license
terms are consistent with the license granted in section 2 (Use and Restrictions) and may contain additional rights
benefitting you. Palo Alto Networks represents and warrants that the Product, when used in conformance with this
Agreement, does not include Open Source Software that restricts your ability to use the Product nor requires you to
disclose, license, or make available at no charge any material proprietary source code that embodies any of your intellectual
property rights.
1. Reciprocal Waiiver of Claims Related to Unitgo States SAFETY Act
Where a Qualified Anti -terrorism Technology (the "QATT") has been deployed in defense against, response to or recovery
from an "act of terrorism" as that term is defined under the SAFETY Act, Palo Alto Networks and End User agree to waive all
claims against each other, including their officers, directors, agents or other representatives, arising out of the
manufacture, sale, use or operation of the QATT, and further agree that each is responsible for losses, including business
interruption losses, that it sustains, or for losses sustained by its own employees resulting from an activity arising out of
such act of terrorism.
M. Survival
Sections regarding license restrictions, ownership, term and termination, U.S. Government End Users, limitations of liability,
governing law, and this General section shall survive termination of this Agreement.
n. U,S. Government End Users
This section applies to United States Government end users only and does not apply to any other end users. The Software
and its documentation are "commercial computer software" and "commercial computer software documentation,"
respectively; as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and its documentation are being
acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through
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Agreement No. 6386
227.7202-4, as applicable, the U.S. Government's rights in the Software and its documentation shall be as specified in this
Agreement. If any term or condition set forth in this Agreement:
i. allows for the automatic termination of the Government's license rights or maintenance of services;
ii. allows for the automatic renewal of services and/or fees;
ill. allows for the Government to pay audit costs; and/or
iv. requires the governing law to be anything other than Federal law, then such term and condition shall not apply to
the U.S. Government, but shall continue to apply to prime contractors and subcontractors of the Government.
Furthermore, nothing contained in this Agreement is meant to diminish the rights of the U.S. Department of Justice as
identified in 28 U.S.C. Section 516. Finally, to the extent any term and condition set forth in this Agreement is contrary to
U.S. Federal procurement law, then such term and condition shall not apply to the U.S, Government, but shall continue to
apply to prime contractors and subcontractors of the government.
o. Waiver and Severabilit
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of
that or any other provision. Any waiver or amendment of any provision of this Agreement will be effective only if in writing
and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or
invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and
effect.
P. WildFire; U.S. Government
Where End User Is a U.S. Government contractor using or accessing WildFire: U.S. Government malware prevention service,
End User certifies that now and so long as it uses or accesses WildFire: U.S. Government service:
L Only U.S. citizens will be permitted to access WildFire: U.S. Government for administration and configuration;
ii. End User holds an active contract or subcontract with the U.S. Federal Government and has a need to exchange e-
mail, documents and other forms of communication with the U.S. Federal Government under a contract or
subcontract;
ill. End User shall cease using or accessing WildFire: U.S. Government when it no longer has an active contractor
subcontract with the U.S. Federal Government; and
iv. End User will abide by the confidentiality provisions contained within this Agreement.
CIT ",.O' E ,,"SEGIJNDO,
a ne aw city
IT Manager
ATTEST'.
gv
Tracy ave
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
oaq In Vazquez,
Dept City ttorney
�i
Hank lw.U, Risk>Ilanag
End User Agreement -"fee 2020
Page 8 of 8