HomeMy WebLinkAboutIT16-425 - Extension - Netwrix Corporation - Auditor Support Three Year Renewal - 11/28/2022 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: ILS/JE
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep: MC
KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
WASHINGTON Sheet forms.
Originator: Department:
Daniel Blincoe IT
Date Sent: Date Required:
> 10/07/2022 10/14/2022
0
p. Authorized to Sign: Date of Council Approval:
QDirector or Designee N/A
Budqet Account Number: Grant? Yes ZNo
52001740.64160.1800
Budget? Yes:No Type: N/A
Vendor Name: Category:
Netwrix Corporation Contract
Vendor Number: Sub-Category:
1375277 Other
0
Project Name: Netwrix Auditor 3-year Renewal
E
0 Project Details:Renewal of Netwrix Auditor for SQL Server, Active Directory, Windows File Servers,
and Windows Server, for 1,400 users, under the vendor's default EULA/SLA.
C
Agreement Amount: $29,880.C 9 Basis for Selection of Contractor: Direct Negotiation
E *Memo to Mayor must be attached
Start Date: 11/28/2022 Termination Date: 11/26/2025
Q Local Business'El YesFv(-]No* If meets requirements per KCC3.70.700,please complete'VendorPurchose-Local Exceptions"formonCityspace.
Business License Verification:Yes El In-Process El Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
[:]YesW]No IT16-425
Comments:
c <<signature on attached agreement p. 05/23>>
0
3 Mike Carrington, IT Director
GJ y
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Date: <<date on attached agreement p. 05/23>>
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Date Routed to the City Clerk's Office:
ad,V�7i__C Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
0
netwrix
Price Quote
Pricing information for your selected Netwrix products and services,
order form,and terms and conditions.
Page 1 of 7
twfix PRICE QUOTE
QUOTE#Q-28842
DATE: 10/4/2022 Netwrix Corporation
EXPIRATION DATE: 11/27/2022 Corporate HQ: 300 Spectrum Center Dr,Ste 200, Irvine,CA 92618
IMPORTANT: Remittance Address: PO BOX 2081, Dublin, Ohio 43017
Please send this quote to your purchasing
specialist or use instructions on the bottom W-9: https://www.netwrix.com/W-9
to send order. Phone: (949)407-5125
Fax: (201)490-8841
Currency: USD
Payment Terms: Net 30 E-mail: anna.malakhova@netwrix.com
Billing Frequency:Annual Web: https://www.netwrix.com
TO:
City of Kent,WA,Accounts Payable Team AP, ita@kentwa.gov,
Software delivered electronically is subject to sales tax which will be calculated at the time of order processing. If your
organization is exempt from sales tax,your accounting department will have to provide an exemption certificate.
Description UNIT QTY NET UNIT TOTAL
PRICE
NW-S-NA-SQL Enabled 1,400 USD 10.46 USD 14,641.20
Netwrix Auditor for SQL Server-Subscription period: AD User
11/28/2022 through 11/26/2025
36 Months
NW-MS-NA-AD Enabled 1,400 USD 3.89 USD 5,442.71
Netwrix Auditor for Active Directory-Standard Support and Maintenance AD User
period:
11/28/2022 through 11/26/2025
36 Months
NW-MS-NA-FS Enabled 1,400 USD 2.61 USD 3,648.54
Netwrix Auditor for Windows File Servers-Standard Support and AD User
Maintenance period:
11/28/2022 through 11/26/2025
36 Months
NW-MS-NA-WS Enabled 1,400 USD 2.43 USD 3,407.14
Netwrix Auditor for Windows Server(per User)-Standard Support and AD User
Maintenance period:
11/28/2022 through 11/26/2025
36 Months
Quote Total USD 27,139.59
Page 2 of 7
Notes:THREE YEAR SUBSCRIPTION/MAINTENANCE OFFERED AS ANNUAL PAY
Annual pay breakdown of payment terms:
$9,046.53 for the first year licenses,due Net 30
$9,046.53 for the second year licenses,due Net 365
$9,046.53 for the third year licenses,due Net 730
Total:$27,139.59 for Entire Term
HOW TO PLACE AN ORDER:
•Signed Order Form: Fill out and sign the Order Form below.
•Purchase Order:Use your standard form and attach below.
•Payment:Pay the invoice issued by Netwrix that references this Quote.
ACCEPTED METHODS OF PAYMENT:
•Credit Card:Orders equal to or less than$5,500 may be paid by credit card.
• Bank Transfer:Any Order may be paid according to the wiring instructions provided on the invoice issued by Netwrix.
Netwrix Corporation Software License Agreement:www.netwrix.com/EULA
QUESTIONS OR FEEDBACK?Please contact the sales representative below
Quote prepared by:Anna Malakhova,anna.malakhova@netwrix.com,x
NOTE:If the following page is left blank it is due to an optional PO attachment requirement by DocuSign.
Page 3 of 7
twfix ORDER FORM
QUOTE#Q-28842
PO#: PO165035
DATE:
Payment Terms: Net 30
Billing Frequency:Annual
Company name: City of Kent- IT Department
Licensee: Mike Carrington
Billing Address Billing Contact*
Street Address: 220 4th Ave S First Name: Lynnette
City/Town: Kent Last Name: Smith
State/Province: WA Email: ITA@kentwa.gov
Postal Code: 98032 Phone: 253-856-4600
Country: USA Fax: 253-856-4700
Shipping Address Account Department Contact**
Street Address: 220 4th Ave S First Name: Lynnette
City/Town: Kent Last Name: Smith
State/Province: WA Email: ITA@kentwa.gov
Postal Code: 98032 Phone: 253-856-4600
Country: USA Fax: 253-856-4700
Send license code to (email) : ITA@kentwa.gov
Licensee represents and warrants to Netwrix that (i)the person signing this Order Form has the authority to sign on behalf
of Licensee, (ii)these terms (including the delivery terms and conditions) and the terms of the Netwrix Corporation End
User License Agreement available at www.netwrix.com/EULA are binding on Licensee,and (iii) Netwrix is authorized to
invoice Licensee for the specified amount on the specified payment terms. Licensee and Netwrix agree that electronic
signatures included in this Order Form are intended to authenticate this writing and to have the same force and effect as
manual signatures.
Authorized signature:
Title: IT Department Director
Date: 10-13-2022
*Billing Contact-the person who approves this order so it could be processed and sent to the accounting department (e.g.
Approver, Buyer)
**Accounting Department Contact-the person who will process payment for the PO/Invoice (could be the same as Billing
Contact)
Page 4 of 7
FURTHER STEPS:
• Fax to (201)490-8841 send to OR anna.malakhova@netwrix.com
• Invoice will be generated and sent to billing contact person
• License code will be sent to you by email
Page 5 of 7
twfix DELIVERY TERMS
QUOTE#Q-28842
This quotation may be accepted to form a binding contract upon any one of the following options:
• Signature and sent to Netwrix Corporation for the items listed in this quote;
• Issuance of a purchase order to Netwrix Corporation referencing this quote;
• Payment of the Invoice that references this quote.
Licensee agrees that the software products mentioned on this quotation and/or corresponding invoices will be
electronically delivered by Netwrix Corporation. Netwrix is under no obligation to (i) provide physical shipment of any(a)
software products or(b) updates or upgrades to the software products to which Licensee is entitled under maintenance,
or(ii) deliver any other information on physical media.
The fees quoted by Netwrix may or may not include sales and/or use taxes. If such tax is applicable despite Netwrix
electronic delivery, Licensee shall be responsible for any such taxes resulting from the purchase of Netwrix products.Any
taxes stated on the quote are an estimate only and any taxes owed to Netwrix will be stated on the invoice.
Netwrix Software License Agreement and any service agreements supersede other terms and conditions in any customer
forms, including without limitation,terms and conditions contained on any purchase order or other form delivered to
Netwrix,even if signed.
** For the avoidance of doubt, if a product is given away at no charge during the initial contract period; at the first and all
subsequent renewal of that contract,a charge for ongoing maintenance and support for that product will be calculated at
the current MSRP.
Each subscription is for the length of time specified (the"Subscription Term') above,or,when not specified, beginning
on the date of delivery of the Software and ending on the expiration of such length of time. The fees stated above are for
the entire Subscription Term and Licensee agrees that it has a non-cancelable commitment to pay all such subscription
fees in accordance with the specified payment terms. If Netwrix agrees to invoice Licensee annually for each annual
subscription period,then such fees will be prorated (each,an"Annual Subscription Fee") and each Annual Subscription
Fee will be invoiced prior to the beginning of each annual period.
LATE FEES:Administration fee of 1.5% per month will be added if not paid by due date. Collection fee of 30%will be added
if turned over to a collection agency.
Netwrix Corporation Software License Agreement:www.netwrix.com/EULA
QUESTIONS OR FEEDBACK?Please contact the sales representative below.
Sales person:Anna Malakhova,,anna.malakhova@netwrix.com
Page 6 of 7
trix
QUOTE#Q-28842
$ Payment by wire/ACH in full.
Electronic funds transfer should be made to the Netwrix Corporation Bank Account specified in the invoice issued by the
Netwrix Accounting Team.
All Bank fees assessed must be paid by the Customer. Do not allocate fees against the total invoiced amount. Only
payments received in full per the invoiced total will be processed.
$ Payment by check in full.
Checks should be mailed to the Netwrix Corporation Billing Address specified on the invoice issued by Netwrix Accounting
Team. All checks should be made payable to the Netwrix Corporation.
WHAT ARE THE PAYMENT TERMS?
Payment terms are determined by your dedicated Netwrix Account Manager.
All invoices are issued in USD currency. All payments require USD;exceptions are made only through Netwrix Corporation
VP of Operations approval.
Page 7 of 7
10/6/22,3:22 PM Netwrix Corporation Software License Agreement
netwrix
(//vvww.netwrix.com/)
Netwrix Corporation End User
License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY.YOU MUST REVIEW AND EITHER
ACCEPT OR REJECT THE TERMS OF THIS EULA BEFORE DOWNLOADING,
INSTALLING OR USING THE SOFTWARE.BY CLICKING THE"I ACCEPT"BUTTON,
DOWNLOADING,INSTALLING OR OTHERWISE USING THE SOFTWARE,YOU
ACKNOWLEDGE THATYOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF
THIS EULA,UNDERSTAND THEM,AND AGREE TO BE LEGALLY BOUND BY THEM.
THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND THE ENTITY ON WHOSE
BEHALF THE SOFTWARE IS USED(FOR EXAMPLE,IF APPLICABLE,YOUR EMPLOYER).
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,DO NOT CLICK THE 1
ACCEPT"BUTTON,DOWNLOAD,INSTALL OR USE THE SOFTWARE.
This end user license agreement(the"Agreement")is made by and between
Netwrix Corporation,("Netwrix"),a Delaware corporation with a principal place of
business at 300 Spectrum Center Drive,Suite 200,Irvine,CA 92618,and the entity
on whose behalf the Software is used("Licensee")(each a"Party"and together
the"Parties").This Agreement,together with any documents incorporated herein
by reference,sets forth all terms and conditions applicable to use of the Software
by Licensee.
DEFINITIONS.All capitalized terms used herein shall have the definitions
attributed to them in this section or elsewhere in this Agreement.
A."Software"means the Netwrix proprietary licensed computer software
program(s)downloaded and/or installed,pursuant to this Agreement,and
the Documentation.The term Software includes Trial Software,Subscription
Software,and Perpetual Software.
B."Trial Software"means Software downloaded for temporary evaluation
purposes.
C."Subscription Software"means Software licensed with time limits,other
than Trial Software,pursuant to an Order.
D."Perpetual Software"means Software licensed with no time limits pursuant
to an Order.
E."Documentation"means the technical documentation provided with the
Software or otherwise made available to Licensee by Netwrix at
www.netwrix.com/documentation.htmi(https://heipcenter.netwrix.com/),
excluding links to any information or data at a different URL.
F."Cloud Service"means the reporting dashboard made available to Licensee
by Netwrix through www.netwrix.com(https://www.netwrix.com)pursuant
to a Trial,Preview or Sandbox or an Order,as applicable.
G."Services"means the Netwrix proprietary services provided remotely in
relation to the Software pursuant to an Order.The term"Services"includes
Maintenance Services,JumpStart Services,and Professional Services.
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H."Maintenance Services"means any remote maintenance and support
services provided to Licensee pursuant to an Order including evaluation
support and standard support.
I.'JumpStart Services"means remote implementation assistance services
provided to Licensee pursuant to an Order.
J."Professional Services"means any remote services,other than
Maintenance Services and JumpStart Services,provided to Licensee pursuant
to an Order including,without limitation,deployment,customizations,
integrations,and taxonomy development.
K."Order"means any order for Software,Cloud Service,or Services,including a
signed quote or other document in accordance with a quote.
SECTION 1.SOFTWARE.
1.1 Software.
1.1.1 Trial Software.The term of the license for Trial Software is thirty(30)
days from the Trial Software installation date("Evaluation Period').Licensee
may use the Trial Software during the Evaluation Period solely for the purpose
of evaluating whether to purchase a license to the Software.Licensee can only
obtain one Evaluation Period per release of the Software unless Netwrix,in its
sole discretion,grants an extension of the Evaluation Period.There is no fee for
Licensee's use of the Software in accordance with this Agreement during the
Evaluation Period,however,Licensee is responsible for any applicable shipping
charges or taxes which may be incurred under this Agreement,and any fees
which may be associated with usage beyond the scope permitted herein.
Licensee acknowledges that it is downloading the Trial Software with the intent
to purchase a license to use the Software upon completion of a successful
Evaluation Period.Netwrix sales representative may contact Licensee after the
download to discuss Licensee's purchase of a license.
1.1.2 Perpetual Software.The term of the license for Perpetual Software shall
be perpetual,unless terminated or renewed in accordance with this Agreement
or an amendment hereto.
1.1.3 Subscription Software.The term of the license for Subscription Software
shall begin and end on the dates set forth in the Order,unless terminated in
accordance with this Agreement or an amendment hereto.Any Subscription
Software will automatically renew for subsequent terms of the same duration
and at the same quantities,unless Licensee notifies Netwrix in writing that it
will not renew in advance of the end date of the then-current term.Netwrix
reserves the right to increase fees for each renewal,which increases will be
communicated to Licensee prior to expiration of the then-current term.
1.1.4 License Grant to Software.Subject to the terms and conditions of this
Agreement and,when applicable,the Order,Netwrix hereby grants to Licensee,
and Licensee accepts from Netwrix,a non-exclusive,non-transferable and non-
sublicensable right to install,use,access,run,or otherwise interact with one
copy of the Software for Licensee's own internal business operations and in
accordance with the Documentation.Licensee may make a reasonable number
of additional copies of the Software(excluding Trial Software)solely for non-
productive,archival purposes;provided that,the original productive and non-
productive copies of the same license are not in use at the same time and each
copy contains all titles,trademarks,copyrights and restricted rights notices as in
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10/6/22,3:22 PM Netwrix Corporation Software License Agreement
the original,and is not provided to any third party.The Software is provided in
binary code only.Nothing in this Agreement entitles Licensee to receive source
code for the Software.
1.1.5 Upgrades.If Licensee downloads the Software as an upgrade to an
existing software product from Netwrix,Licensee agrees that the terms of this
Agreement will apply to such software product,as upgraded and that these
shall be the only terms and conditions applicable to such upgraded Software.
Netwrix may update the terms of this Agreement at any time in its sole
discretion.Netwrix will notify Licensee of any such updates and Licensee's
continued use of the Software after such notice will constitute Licensee's
agreement to the updated terms.
1.2 Restrictions.Licensee may not:(a)modify the Software or any portion thereof
in any manner;(b)reverse engineer,decompile,disassemble,modify,adapt,rent,
lease,loan or create derivative works based upon the Software or any part
thereof;(c)use the Software as a managed service provider,application service
provider,software as a service basis,or in any commercial time share
arrangement,or in any other activity intended to directly produce revenue without
the prior written consent of Netwrix;(d)resell the Software licensed hereunder or
use the Software to provide consulting or training services to third parties;(e)
assign the Software to a third party for use in managing Licensee's environment
without the prior written consent of Netwrix;or(f)install,use,or run the Software
in any third party facility,or to enable others to do so.Licensee represents and
warrants to Netwrix that Licensee shall not,and shall not permit any other person
to:(x)use the Software for purposes of(i)benchmarking or competitive analysis of
the Software,(ii)developing,using or providing a competing software product or
service,or(iii)any other purpose that is to Netwrix's detriment or commercial
disadvantage;(y)copy the Software in whole or in part;and(z)use the Software in
violation of any law,regulation or rule.
1.3 Government Users.The Software is a"commercial item",as that term is
defined at 48 C.F.R.2.101),consisting of"commercial computer software"and
"commercial computer software documentation",as such terms are used in 48
C.F.R.12.212.Consistent with 48 C.F.R.12.212 and 48 C.F.R.227.7202-1 through
227.7202-4(or an equivalent provision,e.g.,in supplements of various U.S.
government agencies,as applicable),all U.S.Government users acquire the
Software with only those rights set forth herein.The manufacturer is Netwrix
Corporation,300 Spectrum Center Drive,Suite 200,Irvine,CA 92618.
1.4 Export Law Assurances.Licensee shall not export or re-export,or allow the
export or re-export of the Software or any copy,portion or direct product of the
foregoing,in violation of any export laws,restrictions,national security controls or
regulations of the United States or other applicable foreign agency or authority.
1.5 Locking Mechanism.Trial Software and Subscription Software include a
locking mechanism that automatically will prevent Licensee's use of such Software
following the expiration of the applicable license term.Licensee may not disrupt,
disable or interfere with the locking mechanism,and may not use such Software
following the expiration of the applicable license term unless Licensee purchases a
license,in the event of Trial Software,or a renewal license,in the event of
Subscription Software,from Netwrix.
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10/6/22,3:22 PM Netwrix Corporation Software License Agreement
1.6 Reservation of Rights.Netwrix reserves all rights,implied or otherwise,which
are not expressly granted to Licensee hereunder.The Software is licensed only,
not sold,and Netwrix retains all ownership of and all rights,title and interest in
and to the Software including,without limitation,all intellectual property rights,
excluding only any third-party components incorporated therein.
1.7 Third Party Components.The Software is distributed with certain third-party
components licensed to Netwrix pursuant to"open source"licenses,which such
licenses require certain provisions to be included in any distribution of such third-
party components.Licensee acknowledges those terms set forth in the text files
accompanying the Software when Licensee uses the Software,a copy of which is
available at www.netwrix.com/eula_third_party.html
(https://www.netwrix.com/eula_third_party.html).Any such third-party software is
provided with the rights set forth in the applicable license terms,and is provided
"AS-IS"with no warranties.Such third-party license terms do not apply to the
Software as a whole,and do not apply to the proprietary portions of the Software
owned by Netwrix.
1.8 Usage Verification.Where applicable,Licensee acknowledges that the
Software includes a phone home capability that will periodically connect to the
Internet and transmit license usage data to Netwrix for purposes of verifying
Licensee's compliance with this Agreement.The information collected by Netwrix
may include the license key,the application(s)being audited with the Software,
and the number of users/objects being audited with the Software(the"Phone
Home Data").If the Software does not include a phone home capability or
Licensee disables the phone home capability,then Licensee shall,upon Netwrix's
request(which request may not be more frequently than annually),certify
Licensee's usage of the Software and permit Netwrix to review Licensee's use of
the Software for compliance with this Agreement.Any reviews shall be scheduled
at least fifteen(15)days in advance,shall be conducted during normal business
hours at Licensee's facilities,and shall not unreasonably interfere with Licensee's
business activities.If Licensee's use of the Software is found to be greater than
contracted for,such over-use will be deemed an Order for all licenses used in
excess of the contracted quantity and Licensee will be invoiced for and agrees to
pay for such additional licenses at the same per unit cost as the contracted
quantity,in accordance with the terms of the Agreement.
1.9 Customer Experience Program.This Section 1.9 applies when the Software
includes a customer experience program.Where applicable,Licensee agrees that,
unless it opts-out during installation of the Software or changes its preferences in
the Software settings after installation of the Software,in addition to any Phone
Home Data collected by Netwrix as contemplated above,the Software will
transmit user activity data and logs to Netwrix detailing statistical information
about Licensee's use of the Software and its functions,and aggregate usage data
for the purposes of generating statistical metrics and analytics regarding use of
the Software(collectively,"Usage Data").Netwrix may use Usage Data to better
understand the features and functionality Licensee's users find useful for
purposes of improving its products and services,and for its other internal
business purposes.Netwrix will use such Usage Data as contemplated under this
Agreement and otherwise in accordance with applicable law.If Licensee does not
agree to such collection and use of Usage Data,Licensee can opt-out of the
Netwrix Customer Experience Program during installation of the Software or by
changing Licensee's preferences in the Software settings after installation of the
Software.
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10/6/22,3:22 PM Netwrix Corporation Software License Agreement
SECTION 2. CLOUD SERVICES.
2.1 License Grant to Cioud Services.Subject to the terms and conditions of this
Agreement,Netwrix hereby authorizes Licensee to use the Cloud Service on a
non-exclusive subscription basis.If Licensee is participating in non-productive
limited use of the Cloud Service in a trial,sandbox or preview mode or
environment for testing,demonstration and integration testing purposes('Trial,
Preview or Sandbox"),Netwrix will make the Cloud Service available to Licensee
until the earlier of:(a)the end of the free Trial,Preview or Sandbox use period,
which period shall be thirty(30)days from the date Netwrix establishes the
Account unless otherwise agreed by Netwrix in writing;(b)the start date of any
Order executed by Licensee for productive use of the Cloud Service;or(c)
cessation or suspension of the Cloud Service at Netwrix's option.Upon expiration
or termination of the Cloud Service,Licensee shall not access or use or permit any
Cloud User to access or use any Cloud Service.
2.2 Accounts and Access.Upon receipt of a request for Trial,Preview or Sandbox
or executed Order,as applicable,Netwrix will establish a unique account for
Licensee's use of the Cloud Service CAccount'J.Licensee may grant access to the
Cloud Service to Licensee's employee(s)or authorized agent(s)who have been
given login access credentials by Netwrix for purpose of accessing the Cloud
Service in connection with their relationship to Licensee(collectively,"Cloud
User(s)").
2.3 Cloud Service Data.Licensee acknowledges that although the Software is
installed on-premise at Licensee's designated facilities,the Cloud Service will be
accessible only via www.netwrix.com(https://www.netwrix.com)and any data
transmitted to the Cloud Service by or on behalf of Licensee or Cloud Users in its
use of the Software("Cloud Service Data")will be stored within the cloud
computing service Netwrix deems optimal.Licensee(i)remains responsible for
any access to the Cloud Service through the Account,(ii)is obligated to protect and
not to disclose to third parties the usernames and passwords it or Netwrix
establishes for its Cloud Users,and,(iii)shall take reasonable steps to ensure that
each Cloud User abides by the terms and conditions of this Agreement.If Licensee
becomes aware of any suspected or actual violation of the Cloud Service,abuse,
unauthorized use or access,vulnerability,security incident,confidentiality or
privacy breach,then Licensee shall promptly notify Netwrix customer support at
www.netwrix.com/support.htmi(https://www.netwrix.com/support.htmi).
2.4 Trial,Preview or Sandbox Use.If Licensee is using the Cloud Service in a
Trial,Preview or Sandbox,the Cloud Service is provided for evaluation purposes
only and Licensee will not,and will not permit any third party,to process Licensee
production Cloud Service Data during the applicable use period.Any Cloud Service
Data produced under the Cloud Service or provided to Netwrix during the
applicable Trial,Preview or Sandbox use period is not recoverable or available
upon the expiration or termination of the aforementioned period.
2.5 Provision of the Cloud Service.Subject to any downtimes caused by the
cloud computing service or for scheduled maintenance,Netwrix shall use
commercially reasonable efforts to make the Cloud Service available to Licensee
on a 24/7 basis in accordance with the service levels applicable to the Software.
Nothing contained herein shall limit Netwrix's right to grant access or otherwise
distribute or make available the Cloud Service,in whole or in part,to any third
party.NOTWITHSTANDING THE FOREGOING,THE PROVISION OF THE CLOUD
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10/6/22,3:22 PM Netwrix Corporation Software License Agreement
SERVICE BY NETWRIX MAY BE SUBJECT TO LIMITATIONS,DELAYS,AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS.NETWRIX SHALL NOT BE RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES,OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
2.6 Cloud Service Data Security.Netwrix has implemented administrative,
technical and physical safeguards to protect the security,confidentiality and
integrity of the Cloud Service Data on the Cloud Service,as set out in the Cloud
Service Documentation.Without limiting the foregoing,Netwrix shall not:(i)
modify the Cloud Service Data;or(ii)disclose the Cloud Service Data to third
parties,except as necessary to perform the Cloud Service,or as expressly
permitted by Licensee herein or otherwise in writing.Netwrix shall delete Cloud
Service Data from the Cloud Service after the termination or expiration of the
applicable subscription period or upon Licensee's earlier written request.Netwrix
may modify the Cloud Service from time to time,in its discretion,without notice to
the Licensee,for the purpose of improving Cloud Service features,functions or
performance,provided that no such modification shall materially reduce the level
or quality of the Cloud Service,as offered as of the date Netwrix established the
Account.Notwithstanding the foregoing,Netwrix may apply any improvements
and modifications to the Cloud Service required to maintain Netwrix's legal and
regulatory requirements,as well as security standards so long as such
improvements and modifications do not materially reduce the security and privacy
safeguards.It is Licensee's sole responsibility to maintain the security of Licensee's
computer systems and comply with any industry standard minimum security
requirements to gain access to the Cloud Service.
2.7 Intellectual Property.Licensee acknowledges that all right,title and interest
in the Cloud Service shall be owned by Netwrix.Notwithstanding the foregoing,
Licensee retains any right,title,and interest in all Licensee Cloud Service Data.
Licensee hereby grants to Netwrix a non-exclusive,worldwide,sub-licensable right
to use the Cloud Service Data solely to the extent necessary to perform the Cloud
Service or as expressly permitted by Licensee herein or otherwise in writing.
SECTION 3.SERVICES.
3.1 Maintenance Services.
3.1.1 Scope of Maintenance Services.The scope of the Maintenance Services
is as follows:
A.Netwrix shall make available to Licensee via web download new versions
and releases of the Software,including Software corrections,
enhancements and upgrades,if and when Netwrix makes them generally
available without charge to licensees of the Software.
B.Netwrix shall respond to communications from Licensee that report
failures of the Software to operate substantially in accordance with its
specifications.
C.Netwrix shall respond to a reasonable number of communications from
Licensee that request consultation on the operational/technical aspects of
the Software,provided that such requests are made by individuals
generally skilled in the use of computers.
D.Licensee shall have access to Netwrix Technical Support Web site at
www.netwrix.com/support.html(https://www.netwrix.com/support.html)
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E.Netwrix's Maintenance Services shall be available via the Web,telephone,
or email.Netwrix will respond to inquiries within two(2)business days
from receipt of the inquiry.
3.1.2 Maintenance Services Term.Netwrix will make available the
Maintenance Services beginning and ending on the dates set forth in the Order
(the"Maintenance Services Term'J;provided that,Netwrix may deny
Maintenance Services if it has not received the applicable fees.
3.1.3 Renewal.Each Maintenance Services Term will automatically renew for
subsequent terms of the same duration,unless Licensee notifies Netwrix in
writing that it will not renew in advance of the end date of the then-current
term.Netwrix reserves the right to increase fees for each renewal Maintenance
Services Term,which increases will be communicated to Licensee prior to
expiration of the then-current Maintenance Services Term.
3.1.4 Non-Payment.Netwrix may deny Maintenance Services during any
Maintenance Services Term if it has not received all applicable fees.
3.1.5 Onboarding.When"Onboarding Services"is included in an Order,
Netwrix will provide remote guided onboarding assistance with Licensee's initial
installation of the Software as part of Maintenance Services.
3.2 jumpStart Services.
3.2.1 Scope of JumpStart Services.The scope of the jumpStart Services will be
set forth in an Order and Project Document(as such term is defined in the
Professional Services Addendum attached hereto as Exhibit A).
3.2.2 jumpStart Services Term.Netwrix will commence and complete the
JumpStart Services within a reasonable time considering the complexity and
circumstances of the JumpStart Services('JumpStart Services Term").During
the jumpStart Services Term,Licensee will make diligent efforts to schedule and
complete the jumpStart Services,including,without limitation,having the
proper personnel,equipment,and environment available in a timely manner.
3.2.3 Completion.The JumpStart Services will be considered fully delivered and
completed upon the earlier of:(i)signature by Licensee acknowledging
completion of the JumpStart Services,or(ii)five attempts by Netwrix via email
to contact Licensee following completion of the JumpStart Services to which
Licensee has been unresponsive.Notwithstanding the foregoing,the right to
use the jumpStart Services will expire ninety(90)calendar days following
purchase of the JumpStart Services.
3.3 Professional Services.
3.3.1 Scope and Term of Other Professional Services.The scope and term of
the Professional Services will be set forth in an Order and a statement of work
("SOW'I agreed by Netwrix and Licensee prior to commencement of the
Professional Services.SOWS will be billed on a time and materials basis or as
otherwise agreed between Netwrix and Licensee in the SOW.Each SOW for a
fixed price will state the applicable fees and payment milestones(if any).
3.3.2 Professional Services Deliverables."Deliverables"means any work
product,whether in written,oral,electronic or other form,created by Netwrix
pursuant to a SOW.When applicable,Netwrix grants to Licensee an irrevocable,
perpetual,non-exclusive,worldwide,royalty-free,paid-up right and license to
use the Deliverables as reasonably necessary to enable the full benefit of the
Professional Services in relation to the Software.Licensee acknowledges that
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Licensee has no rights or license to use the Deliverables other than as stated in
the foregoing sentence,and Licensee agrees not to use the Deliverables in any
other manner.
3.4 Other Services.For the avoidance of doubt,the Parties will enter into a
separate agreement for any services other than Maintenance Services,JumpStart
Services,and Professional Services.
3.5 Intellectual Property.Licensee acknowledges that all right,title and interest
in any intellectual property rights created as a part of the Maintenance Services,
JumpStart Services,and Professional Services,including without limitation any
Deliverables,shall be owned by Netwrix.Notwithstanding the foregoing,Licensee
retains any right,title,and interest in any Licensee confidential information shared
with Netwrix as part of the Maintenance Services,JumpStart Services,or
Professional Services,as applicable.
SECTION 4. CONFIDENTIALITY AND PRIVACY.
4.1 Confidentiality."Confidential Information"means the Software,source
code,object code,trade secrets,know-how and any proprietary tools,proprietary
knowledge or proprietary methodologies of Netwrix not generally available to the
public,to which the Licensee may gain access or knowledge as a result of this
Agreement.The Licensee shall keep such Confidential Information confidential,
and shall use commercially reasonable efforts and take all reasonable steps to
protect the Confidential Information from any use,reproduction,publication,
disclosure,or distribution except as specifically authorized by this Agreement.The
Licensee shall promptly notify Netwrix of any known unauthorized use,
reproduction,publication,disclosure,or distribution of the Confidential
Information and will cooperate with Netwrix in any litigation brought by Netwrix
against third parties to protect its proprietary rights.
4.2 Advertising.Licensee agrees that Netwrix can publicly advertise that Licensee
is a paying customer of Netwrix and the Software which Licensee is using.
Advertising may include,without limitation,use of Licensee's name,logo,number
of employees and other non-confidential information related to Licensee's use of
Netwrix's products in connection with advertising via Internet,magazines,
newspapers,TV,case studies,success stories,press releases,marketing materials,
exhibits and other electronic and physical media.
4.3 Suggestions.To the extent Licensee provides or otherwise communicates any
suggestions,enhancement requests,recommendations or otherwise provides
feedback on the Software,Cloud Service or Services(collectively,"Comments"),
Licensee hereby grants Netwrix a royalty-free,worldwide,transferable,sub-
licensable,irrevocable,perpetual,unrestricted license to use and/or incorporate
the Comments and all underlying ideas contained in the Comments into the
Software,Cloud Service or Services(or other product or service offerings)and
create any derivative works thereof.
4.4 Privacy.To the extent any personal information is collected by Netwrix in
connection with this Agreement,Netwrix will only use such personal information
in accordance with its Privacy Policy,available at www.netwrix.com/privacy.html
(https://www.netwrix.com/privacy.htmi).
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SECTION 5.WARRANTIES.
5.1"AS-IS"Warranty for Trial Software.LICENSEE AND NETWRIX AGREE THAT
THE TRIAL SOFTWARE IS PROVIDED"AS IS"AND UNSUPPORTED,AND THAT
NETWRIX MAKES NO WARRANTY AS TO THE TRIAL SOFTWARE,EXPRESS OR
IMPLIED,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY,TITLE,NON-INFRINGEMENT,AND FITNESS FORA PARTICULAR
PURPOSE.
5.2 Limited Software Warranty for Subscription Software and Perpetual
Software.Netwrix warrants that for a period of thirty(30)days from the date
Netwrix issues Licensee's license keys for the Software:(i)the media provided by
Netwrix,if any,on which the Software(excluding Trial Software)is recorded will be
free from material defects in materials and workmanship under normal use,and
(ii)the Software(excluding Trial Software),as provided by Netwrix,will
substantially conform to the specifications in the Documentation applicable to
such Software(collectively,the"Software Warranties").Licensee must report in
writing any breach of the Software Warranties to Netwrix during the warranty
period,and Licensee's exclusive remedy,and Netwrix's sole obligation,for any
such breach of warranty shall be for Netwrix to either replace defective media and
to correct or provide a workaround for reproducible errors that cause a breach of
the Software Warranties within a reasonable time considering the severity of the
error and its effect on Licensee or,at Netwrix's option,refund the license fees paid
for the nonconforming Software upon return of such Software to Netwrix and
termination of the related license hereunder.
5.3 Limited Services Warranty for JumpStart Services and Professional
Services.Netwrix warrants that it will perform the JumpStart Services and
Professional Services:(i)in a professional,diligent,and technically correct manner;
and(ii)in substantial conformance with the applicable services scope for
JumpStart Services,set forth in this Agreement,or for Professional Services,set
forth in the SOW(collectively,the"Services Warranties").Licensee must report in
writing any breach of the Services Warranties to Netwrix within thirty(30)days
following the performance of nonconforming JumpStart Services or within ninety
(90)days following the performance of nonconforming Professional Services,as
applicable,and Licensee's exclusive remedy,and Netwrix's sole obligation,for any
breach of the Services Warranties,shall be for Netwrix to re-perform the
nonconforming portion of the JumpStart Services or Professional Services,as
applicable,or,at Netwrix's option,refund the fees paid for the nonconforming
portion of the JumpStart Services or Professional Services,as applicable.
Notwithstanding the foregoing,Netwrix shall have no obligation for breach of the
Services Warranties to the extent arising out of Licensee's modification of
Deliverables or use of Deliverables in violation of this Agreement or the SOW.
5.4 Disclaimer of Other Warranties.THE LIMITED WARRANTIES AS DESCRIBED IN
THIS SECTION 5 ARE THE ONLY WARRANTIES PROVIDED TO LICENSEE.NETWRIX
AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,EXPRESS OR
IMPLIED,INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY,TITLE,NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR
PURPOSE WITH REGARD TO THE SOFTWARE,ANYACCOMPANYING WRITTEN
MATERIALS,ANY CLOUD SERVICE,AND ANY SERVICES.
SECTION 6. REMEDIES.
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6.1 Limitation of Remedies and Damages.IN NO EVENT WILL NETWRIX,ITS
LICENSORS,ITS AFFILIATES,SUBSIDIARIES,OR ANY OF THEIR RESPECTIVE
DIRECTORS,OFFICERS,EMPLOYEES OR AFFILIATES BE LIABLE TO LICENSEE UNDER
ANY CONTRACT,NEGLIGENCE,STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY PUNITIVE,CONSEQUENTIAL,INCIDENTAL,INDIRECT OR SPECIAL
DAMAGES WHATSOEVER(INCLUDING,BUT NOT LIMITED TO,DAMAGES FOR LOSS
OF BUSINESS PROFITS,BUSINESS INTERRUPTION,LOSS OF BUSINESS
INFORMATION AND DATAAND THE LIKE),WHETHER FORESEEABLE OR
UNFORESEEABLE,OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS,
TECHNOLOGY OR SERVICES,REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN
IF NETWRIX OR A NETWRIX REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.NETWRIX'S CUMULATIVE LIABILITY FOR DAMAGES
FOR ANY CAUSE WHATSOEVER,AND REGARDLESS OF THE FORM OF THE ACTION,
WILL BE LIMITED TO NO GREATER THAN THE FEES PAID BY LICENSEE TO NETWRIX
DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR THE SOFTWARE OR ANY SERVICES(EXCLUDING
APPLICABLE TAXES AND PAYMENT FEES)THAT CAUSED THE DAMAGES.TO THE
EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR
LIMITATION OF LIABILITY AS SET FORTH HEREIN NETWRIX'S LIABILITY IS LIMITED
TO THE EXTENT PERMITTED BY LAW.LICENSEE AGREES THAT REGARDLESS OF ANY
STATUTE OR LAW TO THE CONTRARY,ANY CLAIM OR CAUSE OF ACTION ARISING
OUT OF OR RELATED TO THIS AGREEMENT,THE SOFTWARE OR ANY SERVICES
BROUGHT BY LICENSEE MUST BE FILED WITHIN NO LATER THAN SIX(6)MONTHS
AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE
FOREVER BARRED.
6.2 Indemnification.Licensee agrees to indemnify and hold harmless Netwrix,its
licensors and their respective officers,directors,affiliates,employees,principals,
shareholders and agents from and against any and all claims,causes of action,
demands,losses,damages,costs and expenses of any type(including attorneys
fees)arising out of or in connection with any breach of this Agreement by
Licensee,or any wrongful or negligent act or omission by Licensee or its officers,
employees or agents.
6.3 Injunctive Relief.Licensee hereby expressly agrees that a remedy at law for
any breach or attempted breach of the provisions of this Agreement may be
inadequate and Netwrix,in addition to any other rights or remedies,shall be
entitled to seek injunctive and other equitable relief in the event of any such
breach or attempted breach without having to:(i)post bond or other security to
prevent a breach or continuing breach of this Agreement,or(ii)prove actual
damages.
6.4 WAIVER OF JURY TRIAL.LICENSEE HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THE SOFTWARE,THE CLOUD SERVICE,THE SERVICES OR THIS
AGREEMENT.
SECTION 7.GENERAL.
7.1 Termination.This Agreement,an Order,or a SOW may be terminated:(a)by
mutual agreement of Netwrix and Licensee;(b)by Licensee,upon thirty(30)days
prior written notice to Netwrix;or(c)by Netwrix,if Licensee breaches this
Agreement and fails to cure such breach to Netwrix's reasonable satisfaction
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within thirty(30)days following receipt of Netwrix's notice thereof.Upon any
termination of this Agreement,Licensee shall immediately cease all use of the
applicable Software,destroy all copies of the Software in Licensee's possession
and control,and certify in writing to Netwrix within thirty(30)days after
termination that Licensee has destroyed such Software and all copies thereof.
Termination of this Agreement shall not limit Netwrix from pursuing any remedies
available to it,including injunctive relief,or relieve Licensee of its obligation to pay
all fees that have accrued or have become payable by Licensee under this
Agreement,any Order,or any SOW.
7.2 Survival.The provisions of this Agreement that by their nature are intended to
survive termination or expiration of this Agreement shall survive any
termination/expiration of the Agreement and remain in effect following such
termination/expiration.
7.3 Assignment.Licensee may not assign or transfer its rights or obligations
under this Agreement without prior written approval by Netwrix and any
purported assignment or transfer without Netwrix's written consent shall be null
and void.
7.4 Interpretation.This Agreement is governed by the laws of the State of
Delaware without regard to its conflicts of laws.Licensee irrevocably agrees that
any legal action or proceeding arising out of or relating to this Agreement brought
by it will be brought and determined in the federal courts for the District of
Delaware,or if there is no federal jurisdiction,by the state courts of Delaware,and
Licensee hereby irrevocably agrees to submit to the exclusive jurisdiction of the
aforesaid courts with regard to any such action or proceeding arising out of or
relating to this Agreement or the Software.The U.N.Convention of Contracts for
the Sale of International Goods will not apply.Performance of any obligation
required by a Party hereunder may be waived only by a written waiver signed by
the other Parry,which waiver shall be effective only with respect to the specific
obligation described therein.If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law,that provision will be
enforced to the maximum extent permissible,and the remaining provisions of this
Agreement will remain in full force and effect.Netwrix will not be liable for any
delay or failure of performance,and no delay or failure of performance will
constitute a default or give rise to any liability for damages if such delay or failure
is caused by causes beyond Netwrix's control,including,without limitation,acts of
God,war,terrorism,and civil disturbance.
7.5 Entire Agreement.This Agreement,including any Order and SOW hereunder,
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior agreements between the Parties,whether
written or oral,relating to the same subject matter.Any contrary or supplemental
terms or conditions on any purchase order or other document issued by Licensee
is for administrative convenience only and shall not be binding upon Netwrix,even
if signed by Netwrix.Performance will not constitute acceptance by Netwrix of
contrary or supplemental terms or conditions.Any amendment to this Agreement
shall be binding upon Netwrix only if such amendment references this Agreement
and is executed by Netwrix.
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Exhibit A
Professional Services Addendum
The following Professional Services Addendum("Addendum")to the Netwrix
Corporation End User License Agreement("Agreement")is only applicable to
purchases of Jumpstart Services or Professional Services from Netwrix,as such
terms are defined in the Agreement(each referred to herein as a"Project').
1)Definitions.Capitalized terms used in this Addendum and not otherwise
defined herein shall have the meaning given to such terms in the Agreement.
(a)"Activities"means consulting and/or training services to be performed by
Netwrix pursuant to a Project Document.
(b)"Customer"means the Licensee of the Software.
(c)"Day"means eight(8)hours.
(d)"Fixed Price Project"means a Project in which specific tasks are to be
completed or items are to be created for a set fee,regardless of the Time
required to complete the specific tasks or create thespecific items.
(e)"Non-Workday"means a calendar day which is either a weekend or a
holiday.
(f)"Prepaid Time"means Time for which Customer is invoiced immediately
after submitting an Order or otherwise before Netwrix begins work on the
Project,each as stated in the Order or Project Document.
(g)"Project Deliverable"refers to a specific task to be completed or item to be
created as part of a Fixed Price Project pursuant to a Project Document.
(h)"Project Document"means a document issued simultaneously with or
subsequent to an Order(and signed by Customer)for jumpstart Services or
Professional Services,which states the Activities and Project Deliverables
involved in the Project,such as a SOW for Professional Services.
(i)"Time"means the quantity of Days or hours stated for a T&M Project.
0)"Time and Materials Project"or"T&M Project"means a Project in which
Activities are provided on a per-hour or per-Day basis.
(k)"Workday"means a Day during which Netwrix performs Professional
Services,excluding Non-Workdays.
2)Process.
(a)Orders.The Order for a Project will state whether fees will be billed as a
Fixed Price Project or T&M Project.When applicable,the Order will also state
estimated travel and living expenses as a separate line item.Customer agrees
to reimburse Netwrix for all travel and living expenses reasonably incurred in
the performance of the Professional Services.Any Professional Services
purchased by Customer are subject to the terms of this Addendum.
(b)Resources.After Netwrix receives Customer's Order and Project Document,
Netwrix will assign personnel to the Project(the"Project Team'.The Project
shall start upon a date mutually agreed by Netwrix and Customer.Netwrix will
be responsible for the acts and omissions of its personnel,including
contractors(if any),in the course of performance of the Project.
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(c)Termination.If Netwrix terminates an Order due to Customer's uncured
breach of the Agreement or this Addendum,Customer shall pay Netwrix all
hours that Netwrix has worked on Project Deliverables or Activities(as
applicable)at Netwrix's then-current hourly rate and all expenses incurred by
Netwrix;and Customer shall not be entitled to a refund of any unused Prepaid
Time under the applicable Order.In the event that an Order is terminated,such
termination shall not affect any other Orders.
(d)Assumptions and Customer Obligations.Customer will:
• Commit a technical resource,as may be required,to provide Netwrix with
the assistance required to perform the Activities or complete the Project
Deliverables.
• Provide the Project Team with adequate and appropriate
accommodations at Customer's site(when applicable),as well as access to
Customer's servers,systems,and data,as may be required,to perform the
Activities or complete the Project Deliverables.
• Provide the Project Team with suitable business expertise,technical
expertise,and decision-making authority to ensure efficient progress on
the Project.
• On request,provide the Project Team manager with applicable
documentation of Customer's current business practices applicable to the
Project.
3)Completion of Project Deliverables.
This Section 3 applies only to Fixed Price Projects.Following the completion and
delivery of the Project Deliverable(s),Netwrix will notify Customer in writing that
the Project Deliverable(s)have been performed or created and delivered.Within
ten(10)calendar days of the delivery of the Project Deliverable(s)to Customer(the
"Completion Acknowledgement Period"),if Customer determines that the
Project Deliverable(s)have not been completed in substantial conformance with
their descriptions in the Project Document,it will so notify Netwrix in writing and
describe each non-conformance("Notice of Non-Conformance").Upon Netwrix's
receipt of a Notice of Non-Conformance,Netwrix will re-perform or re-create the
non-conforming Project Deliverables and a new Completion Acknowledgment
Period will begin upon delivery of the revised Project Deliverables.If Customer
does not provide a Notice of Non-Conformance by the end of the Completion
Acknowledgement Period,the Project Deliverables will be deemed completed.
Nothing in this Section 2(e)will affect Customer's rights under Section 5.3 of the
Agreement.
4)Estimated Time.
This Section 4 applies only to T&M Projects.An Order for a T&M Project will
contain the Time that Netwrix has estimated in good faith to be required to
perform the Activities described in the Project Document for the T&M Project
("Estimated Time").Netwrix shall use commercially reasonable efforts to
complete the Activities within the Estimated Time;however,Netwrix does not
represent or warrant that it can or shall do so.Netwrix shall promptly notify
Customer if it determines that more Time shall be required to complete the
planned Activities and shall not perform Activities beyond the Time without an
executed modification to the relevant Order or Project Document(which
modification may be approved by Customer via email or otherwise).Following
Customer's email or other approval,Netwrix may reallocate the Time stated in the
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relevant Order or Project Document among the various resources stated in the
fees table of the Project Document,provided such reallocation does not exceed
the Estimated Time set forth therein.Activities shall use Prepaid Time,if any,
before non-Prepaid Time.
5)Fees and Expenses.
(a)Dates Valid.The prices stated in a Order for a Project are valid for Activities
performed within six(6)months of the date of Customer's execution of the
Order.Any Prepaid Time for a T&M Project unused after six months(6)months
from the date of the last signature on the Order and Project Document shall
expire without the right of refund.Notwithstanding the foregoing,the right to
use the jumpStart Services will expire ninety(90)calendar days following
purchase of the jumpStart Services
(b)Normal Business Hours,Weekends,and Holidays.Unless otherwise
agreed by Netwrix and Customer,all work on the Project shall be performed
Workdays between the hours of 7:00 a.m.to 8:00 p.m.in Customer's local time
("Normal Business Hours").Upon mutual agreement by Netwrix and
Customer,Netwrix may work more than eight(8)hours in a Workday,four(4)
ten-hour Workdays in a calendar week,after Normal Business Hours,or on
Non-Workdays(each"Abnormal Hours").Customer requests for Netwrix to
perform work for a Project on Non-Workdays must be scheduled at least fifteen
(15)days in advance and be for a minimum of one(1)Day.For billing purposes
under an Order for a T&M Project,(i)a Workday on which Netwrix works ten
(10)hours is equal to,and billable as,one and one quarter(1.25)Days;(ii)a
week in which Netwrix works four(4)ten-hour Workdays is equal to,and
billable as,five(5)Days,(iii)work performed after Normal Business Hours or on
a Non-Workday which is a weekend day,are billable as one and one half(1.5)
hours shall be charged for each hour outside of Normal Business Hours,and
(iv)and work performed on a Non-Workday which is a holiday,are billable as
two(2)Days.If work is performed using Prepaid Time after Normal Business
Hours or on a Non-Workday,one and one half(1.5)hours shall be used from
the Estimated Time for each hour outside of Normal Business Hours,the
Estimated Time shall be used at the rate of one and one half(1.5)Days for each
Non-Workday which is a weekend on which Activities are performed and two(2)
Days for each Non-Workday which is a holiday on which Activities are
performed.
6)Non-Restrictive Relationship
Notwithstanding anything to the contrary,Netwrix may provide the same or
similar services to other customers and Customer may utilize other information
technology service providers that are competitive with Netwrix.
7)Effect of Addendum
Nothing in this Addendum is intended to modify,alter,reduce or change the rights
or obligations of the parties to the Agreement,except as expressly stated in this
Addendum.In the event there is any conflict between the terms of this Addendum
and the terms of the Agreement,the terms of this Addendum shall control solely
as to the subject matter of this Addendum.Unless specifically modified or
amended by the terms of this Addendum,all the terms,conditions,liabilities and
obligations of the Agreement shall be and remain applicable,in effect,valid,and
enforceable between the Parties and applicable to this Addendum,all in
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accordance with the terms of the Agreement.This Addendum,the Agreement,and
any Order or Project Document(as applicable)express the entire agreement with
respect to the subject matter hereof.
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