Mimecast - Software and Managed Implementation (2019)Customer Confirmation
Mimecast North America, Inc.
191 Spring Street,
Lexington MA 02421
Customer:
City of Gilroy
7351 Rosanna St.
Gilroy CA 95020
United States
Details
Mimecast S2
LCS - Silver
IMP - Managed Implementation
Please note:
Quote Date: Sep 20, 2018
Reference: #ESTUS167799
Prepared By: Jonathan Cedercreutz
Subscription Term(months): 12
Hostina Jurisdictions
Email Services: United States
Partner:
Software One
Software One
20875 Crossrooads Cir
Suite 1
Waukesha WI 53186
United States
475
• Customer may increase the number of Permitted Users shown above or add Services at any time during the Subscription
Term. However, Customer must provide Reseller or Mimecast with advance notice prior to adding additional Permitted Users
to Customer's account, and additional fees may apply.
• During a Subscription Term, it is not possible for Customer to (i) reduce the number of Permitted Users shown above; (ii)
downgrade any of the Services shown above; or (iii) remove any of the Services shown above. Such changes may be made
effective at the start of a new Subscription Term, but only if Mimecast receives notice of such change not less than thirty days
prior to the renewal date.
The provision of Services described herein is subject to the Mimecast Terms and Conditions for the applicable Services, an
executed copy of which is attached hereto. By signing below, Customer expressly agrees to the Terms and Conditions for the
applicable Services effective as of the signature date of this Confirmation.
To accept the Services under the terms set forth herein, please sign here
1 Jt 011140 6' AM 1'' NLd htt- Pire 41--(Signature/Name/Title)
(Date)
r �
for and on behalf of Mimecast
. V/ (Signature/Name/Title)
V—ccis
�SsQc:c-�c C-��a�►� Cc,��sel
Sc n \O :10\c\
Service Descriptions
Mimecast S2 Base level + enhanced security for full protection from both external and internal targeted
threats.
LCS - Silver Business hours' phone and online support, 24x7x365 P1 phone support, Access to CX
Customer Service Desk
I M P - M a n a g e d Mimecast Professional Services Consultant Managed engagement, Transition planning and
Implementation Milestone Check -in as well as legacy policy review.
Customer Confirmation
Mimecast North America, Inc.
191 Spring Street,
Lexington MA 02421
Customer:
City of Gilroy
7351 Rosanna St.
Gilroy CA 95020
United States
Details:
Mimecast S2
LCS - Silver
IMP - Managed Implementation
Please note:
Quote Date: Oct 3, 2018
Reference: #ESTUS169705
Prepared By: Jonathan Cedercreutz
Subscription Term(months): 12
Hostina Jurisdictions
Email Services: United States
Partner:
PC Connection
PC Connection
730 Milford Rd
Merrimack NH 03054
United States
475
• Customer may increase the number of Permitted Users shown above or add Services at any time during the Subscription
Term. However, Customer must provide Reseller or Mimecast with advance notice prior to adding additional Permitted Users
to Customer's account, and additional fees may apply.
• During a Subscription Term, it is not possible for Customer to (i) reduce the number of Permitted Users shown above; (ii)
downgrade any of the Services shown above; or (iii) remove any of the Services shown above. Such changes may be made
effective at the start of a new Subscription Term, but only if Mimecast receives notice of such change not less than thirty days
prior to the renewal date.
The provision of Services described herein is subject to the Mimecast Terms and Conditions attached hereto and executed
concurrently herewith. By signing below, Customer expressly agrees to the Terms and Conditions for the applicable Services
effective as of the signature date of this Confirmation.
To accept the Services under the terms set forth herein, please sign here
(Signature/Name/Title)
�1GA11i� (Date)
for and on behalf of Mimecast
(Signature/Name/Title)
I\0� 'Jl4t,���4s� Crn�yhf!�ctil �(9h�5a)
Service Descriptions
Mimecast S2 Base level + enhanced security for full protection from both external and internal targeted
threats.
LCS - Silver Business hours' phone and online support, 24x7x365 P1 phone support, Access to CX
Customer Service Desk
I M P - Managed Mimecast Professional Services Consultant Managed engagement, Transition planning and
Implementation Milestone Check -in as well as legacy policy review.
mimecast,
General Terms and Conditions
These General Terms and Conditions ("General Terms") govern the use of the services provided by Mimecast as described
further in a Services Order referencing these General Terms (collectively, the "Services"), and are entered into by the
customer ("Customer") and the applicable Mimecast entity ("Mimecast") that is identified in the Services Order. In the
event of any conflict between these General Terms and the Services Order, the Services Order will control.
Customer may subscribe to the Services directly from Mimecast or through a reseller ("Reseller"). In either event,
Customer and Mimecast each agree to these General Terms as a condition of the provision of the Services by Mimecast.
1. Services.
1.1 Provision of Services. Mimecast will provide the Services and Material described in each Services Order
in accordance with the applicable Services Order, these General Terms and the applicable Services documentation
available at https://communitv.mimecast.com/communitv/knowledge-base ("Documentation"). A "Services Order" is
any transactional document (such as a customer quote, a customer confirmation or a statement of work) that references
these General Terms and Conditions and is agreed to by the parties. Each Services Order will include:
• A description of the Services and Support and Professional Services (if any) to be provided to Customer (each,
a "Services Description")
• The number of users of the Services (individuals employed by or otherwise under Customer's control) (each,
a "Permitted User")
• The term of the Services subscription ("Subscription Term")
• Identification of the country where Customer Data will be stored (the "Hosting Jurisdiction")
• Any additional terms agreed to by the parties
1.2 Support and SLA. Mimecast will provide certain on -going support services in connection with
Customer's use of the Services ("Support"), as described in the "Support Description". In addition, Mimecast will
maintain certain service levels as described in the "Service Levels". The Support Description and Service Levels are
available at http://www.mimecast.com/contracts.
1.3 Professional Services. At Customer's request, Mimecast will provide professional services to Customer
("Professional Services"). Professional Services may be described in a Services Order or mutually agreeable statement of
work. Mimecast will perform such Professional Services in a professional and workmanlike manner, consistent with
industry standards. In the event Mimecast's performance does not conform to the terms of the applicable statement of
work or Services Order, Customer will notify Mimecast of such failure within fifteen days after delivery of the Professional
Services ("Acceptance Period"). Promptly after receipt of Customer's notice, Mimecast will re -perform the non-
conforming Professional Services at no additional cost to Customer, as Customer's exclusive remedy. After the
Acceptance Period, any additional Professional Services will be subject to a new Services Order. Mimecast shall not be
deemed in breach of its obligations under this Section 1.3 to the extent that Mimecast is delayed or prevented from
performing due to an act or omission of Customer.
2. Data Protection and Confidentiality.
2.1 Customer Data. "Customer Data" means the data processed through Customer's use of the
Servicesincluding, where relevant to the Services, the contents of the files and emails sent by or to Permitted Users.
"Personal Data" means Customer Data that relates to an identified or identifiable natural person.
2.2 Security. Mimecast will implement and maintain appropriate administrative, technical, organizational
and physical security measures for each of the Services to protect Customer Data against unauthorized access, disclosure
or loss. Customer acknowledges and agrees that, in the course of providing the Services, Professional Services, and
Support to Customer, it may be necessary for Mimecast to access Customer Data to respond to technical problems or
Customer queries and to ensure the proper working of the Services; such access may originate from any jurisdiction
where Mimecast maintains Support personnel. Additional information about Mimecast security, including the locations
from which Support is provided and a list of Mimecast's certifications, attestations and assessments, is available at
https://www.mimecast.com/company/mimecast-trust-center/ (the "Trust Center"). Mimecast may update the Trust
Center from time to time. Where required hereunder (or in accordance with any Data Processing Agreement), Mimecast
shall notify Customer of such changes.
2.3 Data Protection Laws. As required by law or as otherwise agreed by the parties, data protection
measures may be described in more detail in a data processing agreement, which will be made supplementary to these
General Terms ("Data Processing Agreement"). In the event of any conflict between these General Terms and Conditions
and the Data Processing Agreement, the Data Processing Agreement shall prevail. Mimecast acknowledges that, as
General Terms (1 October 2018) Page 1 of 7
between the parties, Customer owns and controls the right, title and interest in and to the Customer Data. With respect
to any Personal Data contained in Customer Data, Customer acts as data controller and Mimecast acts as data processor.
Mimecast will use and process the Personal Data solely in accordance with Customer's Instructions, but solely during an
effective Subscription Term. The "Instructions" are embodied in these General Terms, the applicable Service Order(s),
and any applicable Data Processing Agreement, and as may be additionally communicated by Customer to Mimecast
from time -to -time. Mimecast will collect and protect the Customer Data in compliance with the applicable laws and
regulations of the Hosting Jurisdiction, including without limitation, as applicable, the requirements of European
Economic Area data protection law, the UK Data Protection Act 1998, US Health Insurance Portability and Accountability
Act, and the General Data Protection Regulation (Regulation (EU) 2016/679). Where permitted by applicable law,
Mimecast may process, transfer or copy Customer Data and Personal Data in the United States or other countries or
jurisdictions outside of the country where it was collected. Customer is responsible for providing any requisite notice and
obtaining any consent (if required) from Permitted Users for such processing and transfer of Personal Data, including
international transfers.
2.4 Confidentiality Oblieations.
(a) Definitions. "Confidential Information" means information designated by the party disclosing
such information ("Disclosing Party") as "confidential" or "proprietary' or that a reasonable person would understand
to be confidential given the nature of the information and the circumstances of the disclosure. Customer's Confidential
Information includes Customer Data. Mimecast's Confidential Information includes any information related to the
performance, functionality, and reliability of the Services. Confidential Information does not include information that: (i)
is or becomes generally known to the public through no fault of the party that receives such information from the
Disclosing Party ("Receiving Party"); (ii) is in the Receiving Party s possession prior to receipt from the Disclosing Party;
(iii) is acquired by the Receiving Party from a third -party without breach of any confidentiality obligation to Disclosing
Party; or (iv) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential
Information.
(b) Oblieations. Confidential Information is and will remain the exclusive property of the Disclosing
Party. In addition to any other obligations required of it under Section 2 herein, the Receiving Party will: (i) use Disclosing
Party's Confidential Information solely for the performance of the activities contemplated by these General Terms; (ii)
disclose such information only to its employees, agents, and contractors who are bound by obligations of confidentiality
at least as strict as those contained in this Section 2.4; (iii) protect Disclosing Party's Confidential Information against
unauthorized use or disclosure using the same degree of care it uses for its own Confidential Information, which in no
event will be less than reasonable care; and (iv) upon written request, return or destroy all copies of the Disclosing Party's
Confidential Information that are in its possession or control.
3. Customer Activities.
3.1 Customer Use. Customer will use the Services for its own internal business purposes and will not
transfer, resell, license or otherwise make the Services or the Material (as defined below) available to third -parties.
Customer will use the Services as reasonably directed by Mimecast, subject to Section 2.3 and the provisions of any Data
Processing Agreement. Customer will allow only the number of Permitted Users shown in the applicable Services Order
to access and use the Services.
3.2 Access Control. Customer will implement and maintain reasonable and appropriate controls to ensure
that user accounts are used only by the Permitted Users to whom they are assigned and to manage and monitor
Permitted Users, including designating one or more administrators responsible for access control. Customer is solely
responsible for the acts or omissions of any user or Permitted User who obtains access to the Services through Customer
or Customer's systems. Customer will notify Mimecast promptly if it becomes aware of any unauthorized access or use.
3.3 Restrictions. Customer will not: (a) use the Services in any manner that violates any applicable law or
regulation (including but not limited to where Customer is required to obtain permissions or authorizations to permit
Mimecast to perform its obligations hereunder); (b) use the Services in a manner that violates any industry standards
concerning unsolicited email; (c) negligently or intentionally use the Services in a manner that introduces any viruses,
malicious code, or any other items of a harmful nature; or (d) engage in any activity that could reasonably be expected
to interfere with or disrupt the Services (for example, an activity that causes Mimecast to be blacklisted by any internet
service provider). Customer will defend and indemnify Mimecast in the event of any third -party claim or regulatory action
arising out of Customer's breach (or alleged breach) of the terms of this Section 3.3.
4. Payment. This Section 4 will apply only if Customer subscribes to the Services directly through Mimecast. If
Customer subscribes to the Services through a Reseller, the pricing and invoicing terms will be agreed to between
Customer and Reseller directly and the following terms will not apply.
4.1 Fees and Pavment Terms. Customer will pay any fees set forth in any agreed Services Order. Fees are
General Terms (1 October 2018) Page 2 of 7
due net thirty days from the invoice date. Mimecast will provide instructions for payment in the applicable Services Order
or through some other reasonable means. If Customer is contracting with Mimecast North America, Inc., then recurring
fees will increase by 5% at the start of each renewal Subscription Term.
4.2 Professional Services Fees. Fees for any Professional Services to be performed by Mimecast shall be
invoiced in full promptly after the Effective Date (unless otherwise indicated on a Services Order). If such professional
services include import of historical Customer Data into the Services, then Customer must provide the volume of
Customer Data shown on the Services Order to Mimecast within twelve months of the Effective Date. Customer Data
received for import by Mimecast after the expiration of the twelve-month period will be subject to a separate charge. If
the amount of Customer Data actually provided to Mimecast for import within twelve months of the Effective Date of
the Services Order exceeds the amount shown therein, Mimecast will invoice Customer a pro -rated amount based on the
per gigabyte charge listed in the Services Order.
4.3 Disputed Invoices. If Customer disputes any portion of the amount due, then Customer will notify
Mimecast in writing within fifteen days of receipt of the applicable invoice. Such notice will include a description of the
basis for Customer's dispute. If only part of an invoice is disputed, then Customer will pay the undisputed amount as
provided herein. The parties will work together in good faith to resolve any such dispute promptly.
4.4 Late Pavment. Customer will be notified in the event payment has not been received in accordance
with the terms of this Section 4.4. If any undisputed amount due is not paid within fourteen days of such notice, then
Mimecast may charge a late payment fee on any unpaid amount due at the rate of one percent (1%) per month or at the
maximum rate permitted by law, whichever is lower, from the date such payment was due until the date such amount is
paid. In the event any action is taken to pursue collection of any fees payable hereunder, Customer will reimburse
Mimecast for Mimecast's costs associated with such collection, including reasonable legal fees.
4.5 Taxes. The fees and any other charges hereunder do not include any taxes, withholdings, levies or duties
of any nature (including without limitation, local, state, federal, VAT or foreign taxes) that may be assessed at any time
in connection with the Services during the term of these General Terms. Customer is responsible for paying any such
taxes, excluding taxes based on Mimecast's net income.
5. Disclaimer. WITHOUT LIMITING MIMECAST'S EXPRESS OBLIGATIONS UNDER THESE GENERAL TERMS,
MIMECAST HEREBY DISCLAIMS ALL GUARANTEES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, IMPLIED,
STATUTORY OR OTHERWISE CONCERNING ANY SERVICES, SOFTWARE, DOCUMENTATION OR MATERIALS PROVIDED BY
MIMECAST, INCLUDING BUT NOT LIMITED TO, THOSE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. PROFESSIONAL SERVICES DO NOT QUALIFY
AS LEGAL OR EXPERTADVICE. CUSTOMER SHOULD CONSIDER WHETHER THE SERVICES AND/OR PROFESSIONAL SERVICES
ARE APPROPRIATE FOR CUSTOMER'S NEEDS, AND WHERE APPROPRIATE, SEEK LEGAL OR EXPERT ADVICE. MIMECAST
DOES NOT REPRESENT THAT THE SERVICES OR THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE
OR MEET CUSTOMER'S REQUIREMENTS.
6. Ownership.
6.1 OwnershiD of the Services. The parties acknowledge and agree that Mimecast has no ownership rights
to Customer Data. Mimecast and its third -party licensors will retain all ownership interest in and to the Services and its
underlying systems, as well as to the Material. "Material" includes collateral such as training materials, video training
modules, user surveys, and user assessments made available to Customer by Mimecast. Customer's rights are limited to
those expressly stated in these General Terms. Notwithstanding any provision herein to the contrary, nothing in these
General Terms is intended to limit Customer's liability in the event of Customer's violation of Mimecast's intellectual
property rights, and any claim with respect to such violation will not be deemed governed by these General Terms.
Customer may not use or access the Services for the purpose of (i) building a competitive service or comparative features;
or (ii) comparative analysis (including but not limited to benchmarking) intended for use outside Customer's organization.
6.2 Aggregated Data and Threat Data. Notwithstanding any provision herein to the contrary, Mimecast
owns: (i) the aggregated data derived from the Service as aggregated with usage data from Mimecast's other customers,
including, without limitation, utilization statistics, reports, logs and information regarding Spam, viruses or other malware
processed by the Services ("Aggregated Data"); and (ii) all data identified through the Services as malicious, such as that
which may perpetuate data breaches, malware infections, cyberattacks or other threat activity ("Threat Data"). Neither
Aggregated Data nor Threat Data will include any Personal Data. Customer agrees that Mimecast may process Aggregated
Data or Threat Data for its business purposes and/or may share Aggregated Data or Threat Data with third -parties.
6.3 Feedback. Mimecast owns an unlimited right to any Feedback in any present or future form or format
for use in any manner that Mimecast deems appropriate, without monetary or other compensation to Customer.
"Feedback" means any communications or materials provided to Mimecast by Customer suggesting or recommending
changes to the Services.
General Terms (1 October 2018) Page 3 of 7
7. Intellectual Property Indemnification
7.1 Indemnification. Mimecast will defend, indemnify and hold harmless Customer, its officers, directors,
employees and consultants against any third -party claim, suit, proceeding or regulatory action alleging that the Services
or the Material infringe any copyright, moral right, trade secret, trade or service mark, or patent issued in the applicable
Hosting Jurisdiction. Customer will provide prompt written notice of the applicable claim to Mimecast and cooperate in
Mimecast's defense, as reasonably requested by Mimecast and at Mimecast's expense. Mimecast will have sole control
of the defense and settlement of the applicable matter.
7.2 Additional Terms. Mimecast may, at its expense and discretion, attempt to resolve any indemnified
claim by: (a) modifying the Services or Material to avoid the alleged infringement; (b) obtaining a license to permit
Customer's use of the Services or Material as contemplated by these General Terms; or (c) terminating the rights set forth
in these General Terms and giving Customer a refund for any fees paid for the remainder of the then -effective
Subscription Term. Customer will cooperate fully with Mimecast in the implementation of any above -described
resolution. Mimecast will have no liability under this Section 7 to the extent any claim results from the combination of
the Services with third -party products, services, data or business processes used by Customer or from content or
information supplied by Customer.
7.3 Entire Liabilitv. This Section 7 sets forth Mimecast's entire liability and Customer's sole remedy in
connection with any matters concerning any intellectual property rights relating to the Services orthe Material. Customer
agrees that any and all implied indemnification obligations that may apply to these General Terms are hereby excluded.
8. Limitation of Liability
8.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER PARTY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF
STATUTORY DUTY OR OTHERWISE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF ANTICIPATED SAVINGS, OR (D) LOST MANAGEMENT TIME
OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE GENERALTERMS OR ANY OF THE SERVICES
PROVIDED OR AGREED TO BE PROVIDED BY MIMECAST, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR HAD OTHER REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THIS SECTION 8.1 DOES
NOT APPLY TO ANY AMOUNTS PAYABLE IN CONNECTION WITH THE INDEMNIFICATION OBLIGATIONS STATED HEREIN.
8.2 Liability Cap. The parties acknowledge that any limitation of liability set forth herein is intended to apply
only to the extent permitted by applicable law.
(a) General. Each party's maximum liability for any and all causes of action arising out of or relating
to these General Terms, the Services, or the Material (collectively, "General Claims"), whether in contract, tort, statute
or otherwise, will be limited to an amount equal to the fees paid or payable by Customer to Mimecast (or Reseller) for
the applicable Services during the twelve months preceding the incident giving rise to the General Claim; provided that
the foregoing cap will not apply to: (i) the indemnification obligations set forth in these General Terms, (ii) Customer's
obligations under Section 3.3, (iii) Customer's payment obligations, or (iv) Data Claims (as defined in subsection 8.2(b)).
(b) Data -Related Claims. Mimecast's maximum liability for any and all Data Claims will be limited
to an amount equal to the greater of: (i) USD $100,000 (or the equivalent in the currency of the applicable Hosting
Jurisdiction at the time the claim arose) or (ii) two times the fees paid or payable by Customer to Mimecast (or Reseller)
for the applicable Services during the twelve months preceding the event giving rise to the Data Claim. The liability cap
described in this subsection 8.2(b) is intended to cover Data Claims only and may not be combined with the cap described
in subsection (a) in connection with the same set of underlying facts. Customer agrees that the limitations of liability set
forth in these General Terms are intended to apply to any Data Agreement entered into by the parties and that such
limitations will control in the event of any conflict between such agreements. "Data Claims" means, collectively, any and
all causes of action arising out of or relating to Mimecast's breach of the obligations set forth in Section 2 or in any Data
Processing Agreement, whether in contract, tort, statute or otherwise.
8.3 Exclusions. Notwithstanding any other provision of these General Terms, neither party's liability is
excluded or limited by these General Terms in the event of: (a) death or personal injury caused by its negligence; (b)
fraudulent misrepresentation; or (c) any other liability which may not lawfully be excluded or limited.
9. Term and Termination
9.1 Term. These General Terms will remain in effect until the conclusion of all agreed -to Services Orders
between Customer and Mimecast. Each Subscription Term will renew automatically, unless one party gives the other
party written notice of its intent not to renew the applicable subscription at least thirty days prior to the end of the then -
current Subscription Term.
9.2 Termination.
General Terms (1 October 2018) Page 4 of 7
(a) Opt -out. Customer may terminate its initial Services Order with Mimecast at any time within
thirty days of the Effective Date of such Services Order. If any fees have been paid in advance, such fees will be promptly
refunded. If notice of termination is not received within the thirty -day time period, then the Subscription Term described
in the Services Order will continue unaffected.
(b) For Breach. Either party may terminate these General Terms immediately on giving written
notice to the other party if the other party commits any material breach of any term of these General Terms or related
Services Orders and has not cured such breach within thirty days of its receipt of written notice of the breach.
Additionally, if Customer has purchased the Services through a Reseller, Mimecast may terminate these General Terms
and all related Services Orders if Customer has not paid Reseller in a timely manner and has not cured such non-payment
within fifteen days of its receipt of written notice.
(c) For Bankruotcv. Either party may terminate these General Terms immediately on giving
written notice to the other party if the other party: (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its
debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy pursuant to
any insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or
consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
9.3 Changes to Services. Customer acknowledges that the Services are offered as software -as -a -service and
that the details of the offerings themselves, including the terms of the Service Levels and Support Description, will change
over time. If such changes result in a material degradation of the Services, then Customer may provide written notice to
Mimecast including a description of the degradation. If the identified material degradation is not corrected by Mimecast
within thirty days of Mimecast's receipt of such notice from Customer, then Customer may terminate these General
Terms and all applicable Services Orders and receive a refund of any fees paid for the remainder of the then -effective
Subscription Term.
9.4 Suspension of Services. Mimecast may suspend the Services in the event Customer fails to pay any
undisputed amount within fifteen days of Mimecast's (or Reseller's) notice to Customer of such failure to pay.
Additionally, in the event Customer's account is the subject of denial of service attacks, hacking attempts or other
malicious activities, or Customer's activities reasonably appear to be in breach of Section 3.3, Mimecast will work with
Customer to resolve such matters as soon as possible. In such circumstances, to protect Mimecast's own systems,
Customer acknowledges that Mimecast may be required to suspend the Services until the issues are resolved. Mimecast
will provide advance notice to Customer of such suspension where reasonably practicable.
9.5 Survival. Customer's payment obligations, the provisions of this Section and the provisions of the
following Sections will survive any termination of these General Terms: Section 2 (Data Protection and confidentiality),
Section 3.3 (Restrictions), Section 6 (Disclaimer), Section 7 (Intellectual Property Indemnification), Section 8 (Limitation of
Liability) and Section 10 (General).
10. General
10.1 Transition from Reseller. If Customer transitions from its then -current Reseller to a new authorized
Mimecast reseller, Customer will notify Mimecast in writing. In that event, Customer agrees that the terms and conditions
of these General Terms will continue to apply to Customer's use of the Services (in addition to the pricing and other terms
provided by Customer's new reseller). In the event Mimecast terminates its relationship with Customer's then -current
Reseller, Mimecast will notify Customer in writing and will provide a description of the plan to maintain the Services
through the end of the applicable Subscription Term. At the end of such term, Customer may continue to receive the
Services through the authorized Reseller of its choice.
10.2 Legal Demands. Notwithstanding any provision herein to the contrary, Customer Data may be retained
and disclosed by Mimecast as required to comply with applicable laws, regulations, subpoenas or court orders or to
otherwise enforce its rights under these General Terms. Where allowed by law, Mimecast will provide reasonable prior
written notice to Customer to permit Customer to seek a protective order and will cooperate in Customer's activities
under this Section 10.2, at Customer's expense. Mimecast will disclose only that information that is reasonably necessary
to meet the applicable legal order or requirement.
10.3 Force Maieure. Neither party will be liable for any delay in performance or failure to perform its
obligations under these General Terms due to any cause or event outside its reasonable control including, acts of God,
civil or military authority, acts of war, accidents, third -party computer or communications failures, natural disasters or
catastrophes, strikes or other work stoppages or any other cause beyond the reasonable control of the affected party.
10.4 Assignment. Customer may assign these General Terms in whole or in part to a successor in interest in
the event of a sale or merger of Customer. Otherwise, Customer may not assign these General Terms or any Services
Orders in whole or in part without Mimecast's prior written consent, which consent will not be unreasonably withheld.
These General Terms will be binding upon the parties hereto and any authorized assigns.
General Terms (1 October 2018) Page 5 of 7
10.5 Notices. Any business communications in connection with these General Terms may be provided by
email. Any legal notices relating to these General Terms must be provided in writing and sent to the receiving party at
the address set out in the applicable Services Order or any address later provided by such party. All notices will be sent
by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.
10.6 Entire Agreement. Each party hereby acknowledges that (i) no reliance is placed on any representation
not provided in these General Terms; and (ii) agreement to these General Terms is not conditioned on any promise made
by Mimecast to deliver any future deliverable such as a feature or functionality. The parties further acknowledge that no
Reseller is entitled to modify these General Terms, including the Support Description or Services Levels or to otherwise
make promises, representations or warranties on behalf of Mimecast. No purchase order or other communication will
add to or vary these General Terms. Any purchase order or other terms provided by Customer will be accepted by
Mimecast for invoicing purposes only.
10.7 Modifications and Severabilitv. Except as expressly provided herein, any modification to these General
Terms must be made in writing and signed by an authorized representative of each party. If any provision of these
General Terms is held to be unenforceable, such provision will be reformed to the extent necessary to make it
enforceable, and such holding will not impair the enforceability of the remaining provisions.
10.8 Waiver. The failure by a party to exercise any right hereunder or to insist upon or enforce strict
performance of any provision of these General Terms will not waive such party's right to exercise that or any other right
in the future.
10.9 No Third -Party Beneficiaries. These General Terms are entered into solely between, and may be
enforced only by, Mimecast and Customer. These General Terms will not be deemed to create any third -party rights or
obligations.
10.10 Independent Contractors. Each party to these General Terms will be acting as an independent
contractor, and nothing herein will be construed to create a partnership, joint venture or any type of agency relationship
between Mimecast and Customer or any Permitted User.
10.11 Export Restrictions. Each party agrees to comply with all applicable regulations of the United States
Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with
all applicable laws and regulations of other jurisdictions with respect to the export and import of the Services.
11. Regional Terms.
The following terms apply if the party contracting for Mimecast (as set forth in the applicable Services Order) is located
in the United States of America:
11.1 Governing Law (US). These General Terms and any disputes hereunder will be governed by the laws of
the state of California, without regard to its conflict of law principles, and any litigation concerning these General Terms
shall be submitted to and resolved by a court of competent jurisdiction in Santa Clara County, California. Notwithstanding
the foregoing, either party may seek equitable, injunctive or declaratory relief to enforce any of its intellectual property
rights or rights in the Customer Data or Confidential Information in any court of appropriate jurisdiction.
11.2 Waiver of Jury Trial (US).. Where applicable, each party hereby waives its respective rights to a jury trial
of any claim or cause of action relating to or arising out of these General Terms. This waiver is intended to encompass
any and all disputes that may be filed in any court and that relate to the subject matter of these General Terms, including
contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party further
represents and warrants that it has consulted with legal counsel concerning this waiver and that it provides the waiver
under this Section 11.2 knowingly and voluntarily.
The following terms apply if the party contracting for Mimecast (as set forth in the applicable Services Order) is located
in the United Kingdom:
11.3 Governing Law (UK). These General Terms and any court proceedings shall be governed by the laws of
England and Wales and held in England. Notwithstanding the foregoing, either party may seek equitable, injunctive or
declaratory relief to enforce any of its intellectual property rights or rights in the Customer Data or Confidential
Information in any court of appropriate jurisdiction.
11.4 Middle East Business (UK). If Customer is located in any Middle East territory, in the event that the
United Kingdom courts refuse jurisdiction, the parties agree that such dispute shall be subject to the exclusive jurisdiction
of the court of the Dubai International Financial Centre, Dubai, UAE. Where such a dispute relates to a claim for a sum
within the limits specified by the Dubai International Financial Centre Small Claims Tribunal, then the dispute may be
referred to said tribunal.
The following terms apply if the party contracting for Mimecast (as set forth in the applicable Services Order) is located
General Terms (1 October 2018) Page 6 of 7
in the Republic of South Africa:
11.5 Governing Law (RSA). These General Terms and any disputes hereunder will be governed by the laws
of the Republic of South Africa, without regard to its conflict of law principles. The parties hereby consent and submit to
the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg for the purpose of all or any legal
proceedings arising from or concerning these General Terms.
The following terms apply if the party contracting for Mimecast (as set forth in the applicable Services Order) is located
in the Commonwealth of Australia:
11.6 Governine Law (AU). These General Terms and any arbitration and court proceedings shall be governed
by the federal laws of Australia and the State of Victoria and held in Melbourne, Australia. Section 5 (Disclaimer) and any
restrictions herein on liability will apply only to the extent that they are consistent with non -excludable Australian laws
and nothing in those Sections or these General Terms limit any consumer guarantees or other rights Customer may have
under non -excludable Australian laws. Customer hereby consents to the jurisdiction of such courts over Customer and
stipulates to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any
objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts.
11.7 Disclaimer (AU). THE DISCLAIMER SET FORTH IN SECTION 5 DOES NOT EXCLUDE OR LIMIT ANY
STATUTORY OR IMPLIED GUARANTEE, CONDITION OR WARRANTY THAT MAY NOT BY OPERATION OF LAW BE EXCLUDED
OR LIMITED. TO THE EXTENT PERMITTED BY LAW, MIMECAST LIMITS ITS LIABILITY UNDER ANY STATUTORY OR IMPLIED
CONDITION, WARRANTY OR GUARANTEE THAT CANNOT BE EXCLUDED TO, ATTHE OPTION OF MIMECAST, THE RESUPPLY
OF THE SERVICES OR THE PAYMENT OF THE COST OF DOING THE SAME.
Signed —/ - J Signed /)
For and on behalf of Mimecast
Name �Or� �G't01q'r
Position
Approved as to Form:
Gilroy C' y°s Office
By:
City Attorney
V v
For and onbehalfof Customer
Name � Jmvv � Fd Mrs
Position �t-'0aV% t 0
General Terms (1 October 2018) Page 7 of 7