Depending on your configuration and your election to implement certain tools, your use of Collibra may involve third party software (the “Additional Software”) which requires notices and/or may be subject to additional terms and conditions set forth herein (collectively the “Additional Terms”). The Additional Terms, as may be amended and updated from time to time, are set forth on this site. By entering into an agreement with Collibra for Additional Software, including, without limitation, via an order form or similar ordering document (the “Agreement”), you accept and agree to the applicable Additional Terms set forth herein which are referenced in the Agreement and are incorporated by such reference. If you do not agree to the Additional Terms, you should not install the Additional Software.
Capitalized terms in the Additional Terms and not otherwise defined have the meanings given to such terms in the Agreement.
COLLIBRA CONNECT TERMS
These Collibra Connect Terms (“Collibra Connect Terms”) govern the Customer’s use of Collibra Connect, which is the software application developed, maintained and owned by MuleSoft Inc. (“MuleSoft”) and licensed by Collibra to Customer, as well as any documentation, support and maintenance releases of Collibra Connect provided to Customer. Capitalized terms used in the Collibra Connect Terms and not otherwise defined have the meanings given to such terms in the Collibra Cloud Services Agreement, or the Collibra Software License Agreement, or other master agreement entered into by the parties for the provision of Collibra software and/or services to the Customer (the “Master Agreement”).
If Collibra Connect is provided by Collibra to Customer as set forth in an Order Form or similar ordering document, Customer agrees that the terms and conditions in the Collibra Connect Terms will apply to Collibra Connect. The Collibra Connect Terms supplement and are in addition to the terms and conditions set forth in the Master Agreement.
Limited License to Collibra Connect
Subject to all of the terms and conditions of the Collibra Connect Terms, Collibra grants to Customer a non-transferable, non-sublicensable, non-exclusive license to use Collibra Connect in object code form for Customer’s own internal use of Collibra Connect during the relevant term set forth in the Order Form or similar ordering document, but only in accordance with the technical specification documentation generally made available with Collibra Connect and the Collibra Connect Terms.
Collibra Connect Restrictions
Customer shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer Collibra Connect or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of Collibra Connect by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to MuleSoft); (b) sell, sublicense, rent, loan, lease, distribute, market, or commercialize for any purpose, including timesharing or service bureau purposes: (i) Collibra Connect, (ii) any modified version or derivative work of Collibra Connect created by the Customer or for the Customer, or (ii) any software, either modified or not, licensed under a MuleSoft Public License; (c) remove any product identification, proprietary, copyright or other notices contained in Collibra Connect; (d) modify or create a derivative work of any part of Collibra Connect, or incorporate Collibra Connect into or with other products, except to the extent expressly authorized in writing by MuleSoft; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to Collibra Connect, or (f) except for the back-up purposes, Collibra Connect may not be copied or otherwise reproduced.
Collibra Connect Ownership
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, MuleSoft and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to Collibra Connect and all copies, modifications and derivative works thereof created by MuleSoft. Customer acknowledges that it is obtaining only a limited license right to Collibra Connect and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under the Collibra Connect Terms or otherwise. Customer acknowledges that MuleSoft has a substantial interest in Collibra Connect and that if the Collibra Connect Terms are not directly with MuleSoft then MuleSoft is a third party beneficiary to the Collibra Connect Terms.
Collibra Connect Audit
If requested, Customer shall certify in writing that Customer is using Collibra Connect for the units of measure (i.e. the number of production and/or pre-production cores as set forth in the Order Form or similar ordering document) on the system configuration (i.e. whether virtual or on-premise) and at the site agreed upon by the parties (as applicable). Customer agrees that no more than once annually its use of Collibra Connect may be audited by Collibra or MuleSoft (or an independent auditor working on such party’s behalf) during normal business hours upon reasonable advance written notice for the purpose of verifying Customer’s compliance with the Collibra Connect Terms.
Customer acknowledges that, it may obtain information relating to Collibra Connect or MuleSoft that has not been released to the Mule Community, including, but not limited to, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, business, product, and data (“MuleSoft Confidential Information”). Customer shall not disclose MuleSoft Confidential Information to any third party or use MuleSoft Confidential Information for any purpose other than the use of Collibra Connect as licensed under the Collibra Connect Terms.
MuleSoft Warranty Disclaimer
EXCEPT FOR ANY EXPRESS LIMITED WARRANTY OFFERED BY COLLIBRA FOR WHICH CUSTOMER’S REMEDY IS LIMITED TO REPAIR, REPLACEMENT OR REFUND, THE SOFTWARE IS PROVIDED “AS IS” AND MULESOFT MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR ANY SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
MuleSoft Limitation of Damages and Remedies
IN NO EVENT SHALL MULESOFT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF MULESOFT TO CUSTOMER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY CUSTOMER WITH RESPECT TO THE SOFTWARE. MULESOFT SHALL NOT BE LIABLE FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARDLESS OF LEGAL THEORY, EVEN IF MULESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT MULESOFT WOULD NOT PERMIT CUSTOMER TO USE THE SOFTWARE ABSENT THE TERMS OF THIS SECTION. THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THE COLLLIBRA CONNECT TERMS SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Customer acknowledges that Collibra Connect is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of Collibra Connect or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. Collibra Connect is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
If the user or licensee of this commercial computer software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of this software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this contract in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. This product was developed fully at private expense. All other use is prohibited.
Collibra Connect Terms Termination and Survival
Upon any termination of the Collibra Connect Terms, Customer may continue to use Collibra Connect delivered to Customer by Collibra prior to termination subject to the license grant and license restrictions set forth in the Collibra Connect Terms , but Customer shall not be entitled to receive any of the other benefits offered by Collibra or MuleSoft with respect to Collibra Connect (such as maintenance and support). The terms set forth in the sections entitled Collibra Connect Restrictions, Collibra Connect Ownership, MuleSoft Confidentiality, MuleSoft Warranty Disclaimer, MuleSoft Limitation of Damages and Remedies, and Export Compliance shall survive any termination of the Collibra Connect Terms.
These Manta Terms (“Manta Terms”) govern the Customer’s use of the Product, which is the software application developed, maintained and owned by Manta Software, Inc. or Manta Tools s.r.o. as applicable (“Manta”) and licensed Customer by Collibra, as well as any documentation, support and maintenance releases of the Product provided to Customer. Capitalized terms used in the Manta Terms and not otherwise defined herein have the meanings given to such terms in the Collibra Cloud Services Agreement, or the Collibra Software License Agreement, or other master agreement entered into by the parties for the provision of Collibra software and/or services to the Customer (the “Master Agreement”). These Manta Terms are passed through from Manta to Collibra, and must be agreed to by the Customer in order to access the Product licensed by Collibra.
If a Product (as defined herein) is provided by Collibra to Customer as set forth in an Order Form or similar ordering document, Customer agrees that the terms and conditions in the Manta Terms will apply to the Product. The Manta Terms supplement and are in addition to the terms and conditions set forth in the Master Agreement.
Customer acknowledges that Manta has a substantial interest in the Product and that if the Manta Terms are not directly with Manta then Manta is a third party beneficiary to the Manta Terms.
IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE TERMS, OR IF THE CUSTOMER’S AUTHORIZED SIGNATORY NAMED ABOVE DOES NOT HAVE THE AUTHORITY TO BIND CUSTOMER TO THE TERMS, CUSTOMER SHOULD NOT DOWNLOAD OR USE THE LICENSED SOFTWARE
“Affiliate” with respect to a party, means any legal entity that is owned by such party, that owns such party, or that is under common ownership with such party. Ownership means control of more than a 50% interest.
“Enhancements” means changes and/or improvements to the Licensed Software, whether arising out of the particular Product configuration for the specific use of Customer or otherwise.
“Error” means, with regard to the Product, incorrect source code or object code which causes a reproducible failure of the Product to perform in all material respects with the Specifications.
“Licensed Configuration” means the numbers, types and/or identifiers of licensed users, servers and locations.
“Order Form” means an Order Form that identifies the Product and the usage limitations that apply to the licenses granted to Customer pursuant to the Manta Terms. An Order Form may be amended from time to time by written agreement of the parties.
“Licensed Software” means, individually and collectively, the Product and the Related Materials.
“Maintenance Updates” means Modifications, Enhancements and Updates to the Licensed Software compliant with the Order Form. Maintenance updates apply only to the Supported Version(s).
“Modifications” means Enhancements and/or correction of Errors.
“Object Code” means the compiled, machine-readable code for the Product.
“Product” means those parts of the latest electronic unmodified standard version of Manta’s software products as identified in the Order Form, including Maintenance Updates thereto provided now or later by Manta as well as any copies, parts, translations, alterations or derivative works thereof or there from, and for which the Customer has acquired and actually paid for the right of use from time to time.
“Related Materials” means any electronic and/or written aids and confidential activation code, if any, developed by Manta for the Product, and for which the Customer has acquired the right of use from time to time, including any description developed by Manta in relation to the Product.
“Specifications” means Manta’s published functional performance parameters of the Product (including, as applicable, Modifications).
“Supported Versions” means the version of a Product immediately preceding a version of the same Product released for general availability not more than 18 months before the present day, and all subsequent versions of the same Product.
“Updates” means new versions of the Product released by Manta.
The Headings in the Manta Terms are for convenience only and shall in no way limit or affect the construction or interpretation of the Manta Terms.
Grant of License
Subject to Customer’s compliance with the terms and conditions of the Manta Terms, Manta, through Collibra, hereby grants to Customer a personal, non-transferable, non-exclusive license to use the Licensed Software pursuant to the terms of the Manta Terms and in accordance with the Order Form. The Order Form will be deemed accepted by Customer when Customer downloads and uses the Licensed Software and thereupon the terms of the Manta Terms will be automatically incorporated into such Order Form.
The Licensed Software may only be used for the Customer’s internal purposes and accessed by Customer’s or its Affiliates’, or each of their respective employees and consultants, in each case solely the benefit of Customer or its Affiliates, and in accordance with the Licensed Configuration and the Manta Terms. Customer agrees that Customer is liable for Customer’s employees’ and consultants’, and its Affiliates’ and their respective employees’ and consultants’, use of the Licensed Software that is not in compliance with the terms and conditions of the Manta Terms.
Manta is authorised to collect and process data regarding the use of the Licensed Software in accordance with Manta´s “Privacy and Data Collection Policy”.
Permitted use of the Licensed Software
The Licensed Software is a standard product, and it shall be the sole responsibility of the Customer to ensure that the Licensed Software’s functions comply with the Customer’s requirements.
The Customer shall be entitled to modify and otherwise change the Object Code of the Licensed Software (without reverse engineering, disassembling, or decompiling the Licensed Software) solely to the extent that such modification or change is required for the use and configuration of the Licensed Software as set out in the Manta Terms, and to the extent that the Customer has acquired and fully paid up for such tools to make such modification or change at such Object Code level, if so permitted in writing by Manta.
The Customer shall be entitled to make copies of the Licensed Software i) for backup, testing, development, sandbox, training, quality assurance and archival purposes only, ii) to the extent that such right is given by mandatory statutory provisions, and the Customer shall in all respects comply with such provisions. Use of the above-mentioned copies of the Licensed Software shall be subject to the terms and conditions set out in the Manta Terms.
Customer’s rights in the Licensed Software will be limited to those expressly granted in the Manta Terms. Manta reserves all rights and licenses in and to the Licensed Software not expressly granted to Customer under the Manta Terms. No implied licenses are granted under the Manta Terms.
During the term of the Manta Terms and for one (1) year following any termination or expiration of the Manta Terms, once per calendar year the Customer shall allow Manta, or an independent auditor chosen by Manta, to verify that the Licensed Software is used in accordance with the Agreement and to provide reasonable cooperation and information in this context no later than within 5 business days of a request to do so. Such inspection will be performed without undue interference with Customer’s business.
Any use of the Software beyond the scope of the Agreement (”Unauthorized Use“) shall constitute a serious breach of obligations by the Customer.
Collibra, on behalf of Manta, is entitled, at any time after having identified the Unauthorized Use, to call on the Customer to pay license fees corresponding to the actual use of the Software by the Customer (“Additional Payment Request“) and the Customer is obliged to immediately pay such fees. Unless agreed otherwise, this transaction (“Additional Payment“) shall be governed by the prices and business terms and conditions valid at the time of the Additional Payment Request.
If it is not clear how long the Unauthorized Use has lasted, Collibra, on behalf of Manta, is entitled to assume that it started immediately after having obtained access to the software and has lasted continuously since then. The Customer’s right to use licenses acquired under the Additional Payment is created no sooner than upon the payment thereof.
Collibra, on behalf of Manta, is entitled to issue the Additional Payment Request repeatedly until the Additional Payment is made. A new Additional Payment Request replaces all previous requests, concerning the same licenses, unless the contents thereof implies otherwise.
In the event of an Unauthorized Use and/or that the Customer fails to make the Additional Payment within the deadline specified in the Additional Payment Request, Collibra, on behalf of Manta, shall be entitled to exercise any and all rights laid down by legal regulations, including the right for compensation of damage and return of unjust enrichment.
Customer agrees that it will not assist with or participate in any export of the Licensed Software in violation of applicable U.S. or Czech laws or regulations.
Third Party Software
The Licensed Software may contain third party software which requires notices and/or may be subject to additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located in a text file called “legal_notices.txt” for the Licensed Software on Manta’s website and in the installation package of the Licensed Software and are made a part of, and incorporated by reference into, the Manta Terms. By accepting the Manta Terms, Customer is also accepting such additional terms and conditions, if any, set forth therein. If Customer does not agree to such additional terms and conditions, Customer should not install or use the Software. Certain items of independent, third-party code may be included in the Licensed Software that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in the Manta Terms limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable Customer license for such Open Source Software. In particular, nothing in the Manta Terms restricts Customer’s right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
Intellectual Property Rights/Copyrights
As between the parties, Manta shall retain the full copyright, title and all other rights relating to the Licensed Software, all copies thereof, and all Modifications and Enhancements thereto. The Licensed Software is protected by copyright laws and applicable international copyright treaties and conventions. Any disregard of the rights of Manta or its licensors, including inappropriate use of the Licensed Software, enabling third parties to copy Object Code or other parts of the Licensed Software, shall be considered a material breach of the Manta Terms, and shall entitle Manta to terminate the Manta Terms and pursue all remedies available to it in law or in equity.
Customer covenants and agrees that it will not, and it will not permit any third party, to: i) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of, or access to, the Licensed Software, or any portion thereof, to any person other than as expressly permitted in Section 2.1.2; ii) assign, mortgage, charge or otherwise encumber either the Licensed Software or its rights under the Manta Terms; iii) reverse engineer, de-compile or disassemble the Licensed Software unless, and only to the extent that, such operations are permitted by mandatory statutory provisions (provided that Customer requests such code from Manta in writing in advance and Manta fails to comply with such mandatory statutory provision within thirty (30) days of such request);, and the Customer shall in all respects comply with such provisions; iv) alter, modify or create any derivative works of the Licensed Software or any portion thereof; v) except as permitted elsewhere in the Manta Terms, make additional copies of the Licensed Software and Related Materials or any portion thereof; and vi) obscure or remove any copyright or trademark notices from the Licensed Software. Customer covenants and agrees that any modifications of, derivative works of, or other intellectual property related to the Licensed Software or any portion thereof shall become the property of Manta and Customer hereby unconditionally and irrevocably assigns to Manta all such intellectual property and worldwide intellectual property rights related thereto at no additional charge. Any third party engaged by Customer for such purposes shall execute an agreement respecting such rights to the Product.
The Customer shall ensure that users as well as any third parties, who are granted access to the Licensed Software or its source texts (if provided by Manta), accept and respect the intellectual property rights and copyrights of Manta by entering into binding written agreements with Customer that are at least as protective of Manta and the Licensed Software as the Manta Terms.
Any and all feedback, including without limitation, any flaws, error, bugs, anomalies, problems with and/or suggestions relating to the Licensed Software, provided to Manta by Customer or any of its users (collectively “Feedback”), is hereby unconditionally and irrevocably assigned by Customer to Manta, including any and all worldwide intellectual property rights relating thereto at no additional charge.
Third Party Rights Infringement
If a third party objects to the Customer’s use of the Licensed Software based on the claim that the use of the Licensed Software, as provided by Manta to Customer under the Manta Terms and used within the scope of the Manta Terms, infringes a U.S. patent or any copyright or misappropriates any trade secret (hereinafter referred to as the “Infringement Claim”), Manta shall defend the Customer against that Infringement Claim and shall pay all costs, damages and legal fees finally awarded by a court, provided that the Customer immediately i) notifies Manta of the Infringement Claim in writing as soon as Customer becomes aware of such Infringement Claim ii) allows Manta to fully control the defence and any related settlement negotiations, and iii) cooperates with Manta in the defence and any related settlement negotiations by providing Manta with the appropriate information and assistance required for such defence or settlement.
If the Customer does not comply with the above Manta shall be entitled, but not obligated to defend itself against the Infringement Claim at its expense, and upon notifying the Customer that it intends to do so, Manta shall be irrevocably authorized by the Customer, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against the Customer, and Manta shall be entitled to take legal action/proceedings or make a settlement regarding the Infringement Claim. The Customer shall provide Manta with the appropriate information or assistance for such defence or settlement.
In the event of an Infringement Claim, Manta shall be entitled to either i) obtain the right for the Customer to continue to use the Licensed Software, ii) bring the infringement to an end by modifying the Licensed Software or replacing the Licensed Software with other software which has substantially the same functions and functionality as the Licensed Software in question, or iii) terminate the Manta Terms with written notice and pay to the Customer an amount equal to the license fee actually paid for the license to the Licensed Software by the Customer depreciated on a five (5) year life that begins on the date of delivery of the Licensed Software to Customer. Manta shall only be obliged to pay the stated amount to the Customer, if the Infringement Claim against the Customer is actually made within a period of five (5) years from the date of the Customer’s signature of the Manta Terms. If an Infringement Claim is made against the Customer after expiry of the stated period, Manta shall be entitled to terminate the Manta Terms without payment of any amount to the Customer.
Manta’s performance of its obligations under this section represents Manta’s total liability and Manta’s full obligation, and Customer’s sole and exclusive remedy, as a consequence of any Infringement Claims and the Customer shall have no other claims against Manta as a consequence of such Infringement Claims.
Manta’s duty to defend against Infringement Claims shall not apply, if the Infringement Claim results from accident or abuse of the Licensed Software, or the combination, operation or use of the Licensed Software with equipment, software or data not supplied by Manta, if a claim would not have occurred but for such combination, operation or use, or Customer’s failure to use updated or modified Licensed Software provided by Manta to avoid a claim. Any modification of the Licensed Software made by anyone other than Manta shall render the above duty to defend and indemnify null and void in respect of any part of the Licensed Software which has been modified or affected by such modification unless it can be proven that these modifications are not cause of the Infringement Claim.
Disclaimer, Limitation of Liability, Liability Exclusion
THE LICENSED SOFTWARE IS PROVIDED AND LICENSED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, AND MANTA HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE TO THE EXTENT ALLOWED BY LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
Manta does not warrant or accept other terms and conditions in relation to the Licensed Software. Accordingly, the Licensee shall not be entitled to make any claims against Manta if the Licensed Software contains errors or inconveniences which are not covered by the Manta Terms and Manta fails to correct such errors or inconveniences, or if the operation and performance of the Licensed Software are not free from interruptions or errors.
The Licensee may acquire Enhancements and Updates to the extent that such Enhancements and Updates are issued by Manta. Manta does not warrant that the Licensee will be able to make full use of any modifications or other changes made as components in the Object Code of the Licensed Software in connection with implementation of Enhancements and Updates.
The foregoing represents Manta’s total liability and Manta’s full obligation in relation to the Licensee as a consequence of any Errors in the Licensed Software, and the Licensee shall have no other claims against Manta as a consequence of such Errors. Error correction shall also include directions regarding business procedures or application (“Workarounds”) in compliance with which the Error has no significant effect on the Licensee’s use of the Licensed Software. This limited warranty shall not apply if the Error in the Licensed Software is caused by conduct of Licensee. This shall in particular, include inappropriate use, maintenance, enhancement of repair, misapplication or unauthorized modifications. Any modification of the Licensed Software made by anyone other than Manta shall render the above warranty null and void in respect of any part of the Licensed Software which has been modified or affected by such modification unless it can be proven that these modifications are not cause of the Error.
MANTA AND ITS LICENSORS SHALL IN NO EVENT BE LIABLE FOR LOSS OR DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL OR FOR LOSS OF GOODWILL, LOSS OF DATA, OR LOSS AS A CONSEQUENCE OF ANY OTHER BUSINESS INTERRUPTION (COLLECTIVELY REFERRED TO AS THE “LOSSES”) SUFFERED DUE TO OR IN CONNECTION WITH THE TERMS OR THE USE OR PERFORMANCE, OR NON-USE OR NON-PERFORMANCE, OF THE LICENSED SOFTWARE OR THE SERVICES RELATED THERETO, NOTWITHSTANDING THAT MANTA IS NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES AND NOTWITHSTANDING WHETHER THE DAMAGE IS CAUSED IN CONTRACT OR TORT.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, MANTA DISCLAIMS ANY PRODUCT LIABILITY IN RELATION TO LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS INTENDED FOR COMMERCIAL USE.
MANTA’S TOTAL CUMULATIVE LIABILITY FOR LOSS OR DAMAGE SUFFERED OR CAUSED DUE TO OR IN CONNECTION WITH THE TERMS OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE OR THE SERVICES RELATED THERETO, SHALL NOT EXCEED THE LICENSE FEES ACTUALLY PAID FOR THE LICENSE TO THE LICENSED SOFTWARE BY THE LICENSEE.
MANTA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY MODIFICATIONS OR OTHER CHANGES IN THE LICENSED SOFTWARE OR ANY SERVICE OR SUPPORT OF THE LICENSED SOFTWARE PERFORMED BY THE LICENSEE OR BY ANY THIRD PARTIES OR DISTRIBUTORS OF MANTA. FURTHER, MANTA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DEFECTS CAUSED BY EXTERNAL FACTORS, INCLUDING OTHER PROGRAMS, OR CAUSED BY THE INTEGRATION OF OR INTERACTION BETWEEN THE LICENSED SOFTWARE AND THE LICENSEE’S OWN COMPUTER ENVIRONMENTS. ABSENT WRITTEN PRIOR CONSENT FROM MANTA IF A LICENSEE ATTEMPTS TO PERFORM CUSTOMIZATIONS ON THE LICENSED SOFTWARE, ANY EXPRESS AND/OR IMPLIED WARRANTIES HEREUNDER ARE RENDERED NULL AND VOID.
Any limitation of liability set out in the Manta Terms shall have effect to the maximum extent allowed by law. In some states/jurisdictions mandatory statutory provisions do not allow such exclusion or limitation of liability, which may entail that the limitations stated herein do not apply to the Licensee, neither in whole or in part.
Customer shall not assign the Manta Terms or any rights herein without the prior written consent of Manta, which consent may not arbitrarily be withheld. Any purported assignment without Manta’s consent shall be deemed null and void.
Manta reserves the right to assign and transfer the Manta Terms, including its rights and obligations under the Manta Terms, in whole or in part, to Manta’s Affiliates or to a third party.
Term and Termination
The license granted by the Manta Terms shall commence on the date the Customer downloads the Licensed Software for the first time, and shall continue for the period stipulated in the Order Form unless renewed or terminated earlier.
In the event that Customer does not comply with the terms of the Manta Terms, Collibra is entitled to immediately terminate the Manta Terms by written notice and, Manta shall in this connection be entitled to claim damages according to applicable law and pursue all remedies available to it.
In case of termination, Customer is under the obligation to promptly destroy, without compensation, the Licensed Software, including any and all backup copies hereof, and merged portions in any form, including any copy in Customer’s computer memory or in data storage devices.
The following sections shall survive any termination or expiration of the Agreement: 1,2.4, 2.5, 3, 4, 5, 6 ,7.2, 8, 9, 10, 11, and 12.
Confidentiality Each party (the “Disclosing Party”) may from time to time during the term of the Manta Terms disclose to the other party (the “Receiving Party”) certain non-public information regarding Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Except for technical information of Customer which shall be treated confidential regardless of whether so marked or identified, all other information provided by Customer will be treated confidential provided that it is: (a) disclosed in tangible form and marked “confidential” or “proprietary” or with a similar legend and (b) identified as confidential at the time of disclosure if disclosed orally and summarized in writing to the Receiving Party within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the following will be considered Manta’s Confidential Information: (i) the Licensed Software, and any and all technical, operational, or financial information furnished by Manta hereunder and (ii) any and all other information furnished by Manta hereunder that the Customer knew or should have known, under the circumstances, was considered confidential or proprietary by Manta. The Receiving Party will not use any of the Disclosing Party’s Confidential Information for any purpose not expressly permitted by the Manta Terms, and will disclose Disclosing Party’s Confidential Information only to Receiving Party’s employees, contractors, or representatives who have a “need to know” such Confidential Information for purposes of the Manta Terms and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. Customer may disclose Manta’s Confidential Information to Customer’s Affiliates in connection with the exercise of License’s rights under the Manta Terms. Manta may disclose Customer’s Confidential Information to Manta’s Affiliates in connection with the performance of the Manta Terms, including the provision of services hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The Receiving Party’s obligations with respect to any particular Confidential Information will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by Disclosing Party; (b) is or was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is or was independently developed by the Receiving Party without access to, or use of, Disclosing Party’s Confidential Information. The Receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is (a) approved in writing by Disclosing Party, (b) necessary for Receiving Party to enforce its rights under the Manta Terms; or (c) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies Disclosing Party of such required disclosure promptly and in writing and cooperates with Disclosing Party, at Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
The Customer hereby expressly accepts that all Customer related information received by Manta, or by Collibra on Manta’s behalf, in connection with the contractual relationship, which is regulated by the Manta Terms, i.e. information regarding the Licensed Software, including, but not limited to, Serial No., name, address, phone no., fax no., e-mail address, URL and contact person of the Customer and the name of the distributor of the Customer, may be used internally within Manta only for the purpose of internal administration of the license to the Licensed Software.
Governing Law and Dispute Resolution between Customer and Manta
In the event of a dispute between Manta and the Customer arising out of or related to the Manta Terms, the following shall apply.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Manta Terms. The table set forth below specifies the law, arbitration venue, and arbitration rules that shall be applicable to the Manta Terms (without regard to any conflict of laws principles that would require application of the laws of another jurisdiction) based on the Manta entity with which Customer is contracting by accepting the Manta Terms.
Customer’s Country Headquarters/ Primary Residence
Manta Contracting Entity & Address
Governing Law of the Manta Terms
USA & Canada
Manta Software, Inc., a Delaware corporation One Liberty Plaza, 165 Broadway, New York City, NY 10006, USA
State of New York, United States of America
New York County, California, United States of America
American Arbitration Association
Rest of the World (i.e., outside U.S.A. and Canada)
Manta Tools s.r.o., a company organized under Czech laws
CZ 160 00 Praha 6
Prague, Czech Republic
Before resorting to formal dispute resolution in accordance with this Section Manta encourages Customer to first contact Manta directly to seek a resolution by reaching out to Manta at email@example.com.
Except as otherwise provided in this Section, Customer and Manta agree that any and all disputes or claims may arise between Customer and Manta relating in any way to the Manta Terms or Customer’s use, or inability to use, the Licensed Software, shall be resolved exclusively through final, binding and confidential arbitration (“Agreement to Arbitrate”) at the applicable arbitration venue as set forth in the table above. The arbitration shall be conducted under the applicable rules as set forth in the table above, as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
Notwithstanding anything in the Manta Terms to the contrary, to the extent Customer has in any manner violated or threatened to violate any of Manta’s intellectual property rights, Manta may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of New York, United States of America, and Customer consents to the personal jurisdiction and exclusive venue in such courts.
Validity and Severability
In the event that any of the provisions of the Manta Terms is held to be illegal, invalid or unenforceable, such provisions shall nonetheless be enforced to the fullest extent permitted by applicable law so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions.
The Manta Terms and all Order Forms hereunder, constitute the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties relating to the Licensed Software and Related Materials. Any amendments hereto are enforceable only if in writing and signed by each of the parties. Any additional or different terms proposed by Customer (e.g., in a purchase order) shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in a signed writing by Manta referencing the Manta Terms.