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Home My WebLink AboutCORRESPONDENCE - PURCHASE ORDER - 9185835CyberArk Software, Inc. 60 Wells Ave. Suite 103 NEWTON MA 02459 United States Tel.: 617-965-1544, Fax: 617-965-1644 12/7/2018 Issued on Please note: if CyberArk has a binding, written agreement with the recipient of this quote that applies to the proposed products and services, then these terms and conditions do not apply. Terms and Conditions Validity . This proposal is valid for thirty (30) days from the Date of Issue, unless otherwise stated in the quote cover. A purchase order pursuant to this quote may be placed by Customer in any commercially reasonable manner that Customer and CyberArk determine, and such order constitutes an acceptance of this proposal. Pricing and Payment Terms . Prices are quoted in US Dollars, unless otherwise stated in the quote cover. If applicable, all shipping is Ex-Works CyberArk’s selling entity’s facilities (Incoterms 2010). All prices are exclusive of any present or future sales, revenue, withholding, value added, or tax, import duty (including brokerage fees, handling and other charges) or other taxes applicable to the sale of any products and services. Maintenance fees are invoiced in advance of the beginning of the maintenance period and are non-refundable. Fees for professional services are invoiced as incurred. Payment terms are net thirty (30) days of the date of CyberArk’s invoice via wire transfer as stated in the applicable invoice, unless otherwise stated in the quote cover. Any invoices not paid when due will be subject to a late charge of 1.5% per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Professional Services . Professional services (PS) are rendered on a time and materials basis, at the sole direction of Customer, with no pre-defined deliverables. PS prices exclude actual travel and expenses to be separately billed to Customer, subject to the cap stated in the quote cover (if any). PS performed outside of business hours, overnight, during the weekend or on a national holiday will be charged at double the quoted price. Quoted PS days may be utilized within a year of the date of this quote. Subsequent use at the quoted price is subject to pre-payment of the PS fees during such one-year period. Otherwise, CyberArk's then-current PS rates will apply. Each engagement to perform PS must be confirmed at least three (3) weeks in advance. If an engagement is canceled or rescheduled by Customer within three (3) weeks of the scheduled start date, Customer shall compensate CyberArk for non-refundable travel and accommodation expenses actually incurred by CyberArk. If an engagement is canceled or rescheduled within one (1) week of scheduled start date, Customer shall further be required to pay all PS fees for the cancelled or rescheduled engagement. Terms of Sale . No part of this proposal shall be deemed to be part of any contract or warranty unless specifically incorporated by reference into such contract or warranty. The prices and terms set forth in this proposal are subject to CyberArk’s standard products and services sales terms, including without limitation the product and service warranties offered by CyberArk. Such standard terms pertain to software licenses, software as a service, maintenance services, hardware and professional services, as applicable, and are available upon request (together with Maintenance Period 12 (Quote) Payment Terms Net 30 Grand Total USD 31,250 Maintenance USD 0 Services USD 0 Products USD 31,250 215 North Mason Street Fort Collins, CO 80524 United States Bill To Bill To Name City of Fort Collins Expiration Date 12/28/2018 Date of Issue 12/7/2018 Quote Number 00048299 Customer Name City of Fort Collins Product Code Product Line Item Description Quantity Unit Price Total Price SAAS-EPM-D2 1,000 to 4,999 Windows Desktop licenses 2,500 SaaS EPM Desktop licenses (1/17/19-1/16/20) 2,500.00 USD 13 USD 31,250 Totals Terms and Conditions CyberArk Software, Inc. 60 Wells Ave. Suite 103 NEWTON MA 02459 United States Tel.: 617-965-1544, Fax: 617-965-1644 12/7/2018 Issued on Email rachel.kofman@cyberark.com Prepared By Rachel Kofman this proposal, the “Terms”). The Terms may conflict with the terms and conditions affixed to a purchase orders or other procurement documents issued by Customer, or oral and written exchanges between the parties. In all such cases, except if included in a signed, express agreement to the contrary, the Terms shall govern and prevail to the exclusion of all other terms, whether oral or written, and CyberArk expressly rejects any different or additional terms and conditions contained in any such purchase order or procurement document issued by Customer. Fulfillment of Customer’s order is limited to and conditioned upon the Customer’s acceptance of the Terms, irrespective of whether Customer accepts these conditions by a written acknowledgment, course of dealings, by implication, or acceptance of and/or payment for products and services ordered hereunder. CyberArk’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the Terms. Any changes to the Terms must be specifically agreed to in writing by CyberArk. Confidentiality . This proposal is confidential and its content may not be disclosed to any third party without CyberArk’s prior written consent. IP Rights . All rights, title and interest in any and all intellectual property or technology embedded or embodied in CyberArk’s products and services are and shall be at all times the sole and exclusive property of CyberArk and its licensors. Product Information . All the information in this proposal and accompanying documentation submitted by CyberArk is provided solely for informational purposes, is not a commitment, promise or legal obligation to deliver any products, services, features and/or functionalities, and should not be relied upon in making purchasing decisions. The development, release and timing of any products, services, features and/or functionalities described remains at the sole discretion of CyberArk. Export Control . The exportation of the products, services, documentation and data provided by CyberArk is subject to compliance with the U.S. Export Administration Act, as amended, and the rules and regulations promulgated from time to time thereunder, the laws of the State of Israel, and the laws of any country or organization of nations within whose jurisdiction the Customer operates or does business. Customer agrees not to knowingly export or re-export the products or any part thereof directly or indirectly, without first obtaining required permission to do so from the United States Office of Export Administration and other appropriate governmental agencies. No Further Warranty; Limitation of Liability . ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, ARE LIMITED TO THE EXTENT AND PERIOD SET FORTH IN THE APPLICABLE CYBERARK STANDARD TERMS OF SALE. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CYBERARK DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PROVIDED PRODUCT, SERVICE OR DOCUMENTATION. TO THE FULLEST EXTENT PERMITTED BY LAW: (I) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR ANY PERSON ACTING ON THEIR BEHALF BE LIABLE TO THE OTHER PARTY UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES OR LOSS OF DATA, HOWEVER CAUSED, ARISING OUT OF, OR IN CONNECTION WITH THIS PROPOSAL AND/OR ANY PRODUCTS, SERVICES, OR DOCUMENTATION PROVIDED BY CYBERARK, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE MAXIMUM AGGREGATE LIABILITY OF CYBERARK, ITS AFFILIATES AND ANY PERSON ACTING ON THEIR BEHALF ARISING OUT OF OR RELATED TO THIS PROPOSAL AND/OR ANY PRODUCTS, SERVICES, OR DOCUMENTATION PROVIDED BY CYBERARK SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO CYBERARK DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF THE FIRST CLAIM. Governing Law . This proposal and subsequent sale by CyberArk are governed by the laws of the Commonwealth of Massachusetts, not including its law of conflicts of laws. Additional Information Prepared By