OTHER-2022-061 CrowdStrike contract

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DocuSign Envelope ID:8CCC378C-D84F-4D9F-BAF3-FB77653C088A that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein but only with respect to those Offerings ordered on such Order. Orders are non-cancellable. Any Order through a reseller is subject to, and CrowdStrike's obligations and liabilities to Customer are governed by, this Agreement. 2.3 Payment and Taxes. Customer will pay the fees for Offerings to a reseller or CrowdStrike as set forth in the applicable Order. Unless otherwise expressly set forth on the Order, Customer will pay the fees and amounts (other than Disputed Amounts)stated on each Order within 30 days after receipt of the applicable invoice. For any Disputed Amounts, Customer will provide written notice to CrowdStrike that includes the basis for the dispute (including any supporting documentation), and the parties will meet within 30 days of the date of the notice to resolve the dispute; if the parties fail to resolve the dispute within such 30-day period, CrowdStrike may, at its option, suspend Customer's access to, or use of, the Offerings or terminate this Agreement for uncured material breach (without being required to provide an additional 30 days' written notice and opportunity to cure as set forth in Section 13 (Suspension and Termination)). Except as otherwise expressly provided in this Agreement, all fees and other amounts are non- refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated. Customer shall pay all such taxes levied or imposed by reason of Customer's purchase of the Offerings and the transactions hereunder, except for taxes based on CrowdStrike's income or with respect to CrowdStrike's employment of its employees. 2.4 Maximum Amount Payable. Any Order issued under or Statement of Work entered into with CrowdStrike under these CrowdStrike Terms and Conditions may set forth a maximum amount payable under such Order or Statement of Work. There is no amount payable to CrowdStrike by Customer under these CrowdStrike Terms and Conditions without such an Order or Statement of Work. 2.5 Non-Appropriation. CrowdStrike acknowledges that Customer is a government entity, and the validity of any Order placed by Customer under this Agreement is based upon the availability of public funding under the authority of Customer's statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of Customer's obligations under any Order placed by Customer under this Agreement, then such Order shall automatically expire without penalty to Customer immediately upon written notice to Crowdstrike of the unavailability or non-appropriation of public funds. It is expressly agreed that Customer shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement or any Order. In the event of a change in the Customer's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Customer's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Customer upon written notice to CrowdStrike of such limitation or change in Customer's legal authority; provided, that in such event, Customer will be entitled only to a refund of pre-paid, unused fees paid by Customer to CrowdStrike corresponding to the unused period of any outstanding Subscription/Order Term, if applicable. 3. Access & Use Rights. 3.1 Evaluation. If CrowdStrike approves Customer's evaluation use of a CrowdStrike product ("Evaluation Product"), the terms herein applicable to Products also apply to evaluation access and use of such Evaluation Product, except for the following different or additional terms: (i)the duration of the evaluation is as mutually agreed upon by Customer and CrowdStrike, provided, that either CrowdStrike or Customer can terminate the evaluation at any time upon written (including email)notice to the other party; (ii)the Evaluation Product is provided"AS-IS"without warranty of any kind, and CrowdStrike disclaims all warranties, support obligations, and other liabilities and obligations for the Evaluation Product; and (iii) Customer's access and use is limited to Internal Use by Customer employees only. 3.2 Access & Use Rights. Subject to the terms and conditions of this Agreement (including CrowdStrike's receipt of applicable fees), CrowdStrike grants Customer, under CrowdStrike's intellectual property rights in and to the applicable Product, a non-exclusive, non-transferable (except as expressly provided in the Section entitled Assignment), non-sublicensable license to access and use the Products in accordance with any applicable Documentation solelyfor Customer's Internal Use during the applicable Subscription/Order Term. Customer's access and use is limited to the quantity in the applicable Order. Furthermore, the following additional terms and conditions apply to specific Products (or components thereof): CrowdStrike Form May 27 2019 3 of 17