2024-785-E-IT Dept-NWN Corporation-Varonis Data Protection Software upgrade and renewal

Browse Search

Q-160548 3 Terms and Conditions This Quote is presented to you by NWN Corporation (“NWN”) and Carousel Industries of North America, LLC (“Carousel”) (collect ively, “NWN Carousel’). On May 7, 2021, a parent company of NWN Corporation acquired Carousel Industries of North America, LLC. Following the acquisi tion, Carousel Industries of North America, LLC and NWN Corporation will continue to exist as distinct legal entities. The collective companies are operating under the brand, 'NWN Carousel' and for clarity, such brand name is not a legal entity. This Quote shall expire on the Expiration Date set forth above or upon the execution of a SOW, whichever shall occur first. In no event will the Quote be valid for longer than 30 days from the Generated Date, also set forth above. Applicable taxes and freight charges will be applied to the final invoice and Customer shall be billed in accordance with the terms outlined above. For purposes of calculating Taxes, Customer’s location will be set to Customer’s service address or billing address (if the service address is unknown) unless Customer specifically notifies NWN Carousel in writing that it intends to use the services at another/additional valid physical location(s). NWN Carousel reserves the right to reject any request to treat an alternative physical location as Customer’s service address if NWN Carousel discovers that the address is invalid or otherwise inaccurate. If NWN Carousel must pay for any additional Taxes, Imposition and associated interest and/or penalties arising from Customer’s provision of erroneous location data, Customer shall promptly reimburse NWN Carousel for the same within fourteen (14) days of demand by NWN Carousel. Further, Customer shall be responsible for notifying NWN Carousel in the event of any change to service address(s). The payment frequency set forth above details the timing and amount of the charges due under this Quote. One-Time Product charges, including hardware and software, will be invoiced in full at time of shipment. Where applicable, unless Customer notifies NWN Carousel in writing at least ninety (90) days prior to the subscription renewal date, Customer’s subscription term will autom atically renew on annual terms. Notwithstanding anything to the contrary, in the event Customer is purchasing software licenses or other usage-based consumption products or services under this Quote, and Customer’s actual software license count or usage exceeds those initially purchase d pursuant to this Quote, Customer will be invoiced during the next billing cycle based on the highest licenses count or usage consumed and not the amounts initially set forth in this Quote. Thereafter Customer shall be billed based on the highest license count or usage consumed under this Quote. For avoidance of doubt, overages will be billed in the month following when the overage occurred. This Quote and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually executed Master Products and Services Agreement or Master Services Agreement th at authorizes the purchase(s) herein between NWN Carousel and Customer; or (ii) where NWN Carousel and Customer have not executed such an agreement, the terms and conditions set forth at the NWN Master Agreement or Carousel Master Agreement, located at https://nwncarousel.com/master-agreement/ shall apply (the online terms and conditions and the applicable agreement shall each be deemed the “Agreement”). This Quote is addi tionally subject to the applicable: (i) service descriptions set forth at https://nwncarousel.com/service-descriptions, (ii) the third party terms set forth at https://nwncarousel.com/third-party-eula-tos-warranty/, and (iii) the compliance policies and terms set forth at https://nwncarousel.com/compliance/ and such terms are incorporated by reference into this Quote. For the avoidance of doubt, in the event of any conflict between the terms of this Quote and the Agreement, the terms of the Agreement shall prevail. To the extent the name of the Agreement does not correspond with those referenced above but authorizes Customer to purchase Products or Services from NWN Carousel, those agreements shall additionally be deemed Agreements for the purposes of this Quote. Any terms not defined in this Quote shall be set forth in the Agreement. Unless otherwise prohibited, in the event a product return by Customer triggers NWN Carousel’s vendors to impose restocking fee(s) to process such return, NWN Carousel may, in its sole discretion, impose equivalent restocking fee(s) on customer. In the event Customer does not execute this Quote and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this Quote and any additional or different terms in such Purchase Order will not bind NWN Carousel without its written consent to amend the terms of the Quote. Provided no additional or different terms are contained in a Purchase Order, NWN Carousel may reject a Purchase Order in its sole discretion within two (2) business days from its receipt and after which time such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event Customer chooses to place a Purchase Order rather than signing this Quote, the date of the Accepted Purchase Order shall be c onsidered the Effective Date. Statement of Confidentiality This quote has been developed by NWN Carousel and is NWN Carousel’s proprietary trade secret and business confidential information. This quote may not be released to another vendor, business partner or contractor without prior written consent from NWN Carousel. Additional Information Docusign Envelope ID: FEC43766-E091-4C57-AFF6-4DA00EA69F16