Google SecOps Services
1. Customer's Acceptance of SecOps Services Agreement.
Unless Google expressly agreed otherwise in writing, before Customer first accesses the Services, DoiT has to ensure that the Customer clicks to accept within the Admin Console that the SecOps Services are governed by https://cloud.google.com/terms/secops (the "Customer Agreement") and such Customer Agreement is formed between Customer and Google.
2. Mandiant Consulting Services (where applicable).
For Mandiant Consulting Services,which are integrated within the Service offerings herein, DoiT shall ensure and/or ensure that the Customer accepts the Statement of Work provided by Google with no alteration or amendment. For avoidance of doubt, transactions meeting the criteria described in the "MSSP Initiative" are excluded from this Section's requirements.
3. Invoicing and Payment.
Unless stated otherwise in the Quote", during the Subscription Period, DoiT will invoice Customer at the end of each month for Subscription Fees incurred under the Sub Account in such month, as adjusted to reflect the Customer's Program Discount applicable for the ordered Services, if any.
During the Subscription Period, all Fees and discounts for Subscription SKUs are as set forth in this Quote and no additional/other Fees or discounts shall apply to such SKUs, except in case of Overages as detailed below. Fees are non-refundable and Customer owes all fees to DoiT, as detailed in the table above under.
Fees Due on Termination. Unless otherwise specified in the Quote, if the Quote terminates in accordance with its terms before the end of the term for any reason other than Google's uncured material breach, all unpaid fees remaining for the duration of the Quote term will become due and payable upon early Termination Effective Date. For the avoidance of doubt, upon such early Termination, any unpaid Fees for Chronicle Services under this Quote, shall be fully paid to DoiT.
4. Overages.
DoiT will invoice Customer in arrears monthly for use of the Services in excess of the Quantity (as detailed in the table above), which will be charged at the List Price.
Notwithstanding the foregoing, during any term, if the number of Workloads of SecOps Services consumed by the Customer under the Subaccount(s) exceeds the quantity allocated for that term, then for the remainder of that term, DoiT will invoice the Customer monthly in arrears for Workloads (or partial Workloads) consumed in excess of the quantity during the previous month ("Overages"), as calculated at the Discounted Price per Unit listed in the table above. The fees for Overages will be invoiced in addition to Customer's Subscription Fees per Month listed in the table above. DoiT may view Relevant Customer's Workload usage to determine how close Relevant Customer is to incurring Overages.
5. No Auto-Renewal.
Each term will only renew upon the Parties' mutual written agreement specifying the renewal Subscription SKU(s), Subscription Term, and Subscription Fees.
6. Additional Terms.
Customer will not allow any third party to benefit directly or indirectly from the Chronicle Services provided under this Quote. Customer will not use the Sub account(s) to track Services usage by any other third party. Customer will not transfer, assign or re-allocate the Sub account(s) to any other third party. It is the sole responsibility of the Customer to maintain any prerequisite subscriptions required to support the products and services purchased through this Quote.
7. Miscellaneous.
Other than the terms set forth herein with respect to the Services, all other terms of the Previous Agreement shall remain unchanged and in full force and effect, including the Governing Law. In case of conflict between the terms of this Quote and the terms of the Previous Agreement, this Quote shall prevail. The Parties may execute this Quote in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.