This Addendum amends and supplements the Customer Agreement and is entered into by and between the Collibra Contracting Entity specified in the Customer Agreement (also referred to as “Collibra”) and the entity or person placing an Order for or accessing the Service (“Customer” or “you”). This “Addendum” means the terms and conditions below. If you are accessing or using the On-Prem Software on behalf of your company, you represent that you are authorized to accept this Addendum on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Addendum is the date which is the earlier of (a) Customer’s initial access to the On-Prem Software through any provisioning, registration or order process or (b) the effective date of the first Order. This Addendum will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference On-Prem Software. Collibra may modify this Addendum from time to time as permitted in Section 19 (Modifications to Agreement) of the Customer Agreement.
Purchase from Reseller: If Customer purchases the On-Prem Software from an authorized reseller of Collibra (“Reseller”), Customer’s use of the On-Prem Software will be governed by the Customer Agreement, as supplemented by this Addendum.
By indicating your acceptance of this Addendum or accessing or using the On-Prem Software, you are agreeing to be bound by the terms and conditions of this Addendum. Each party expressly agrees that this Addendum is legally binding upon it.
- Addendum Scope.
- This Addendum applies to any On-Prem Software provided under an Order. Except as otherwise specified in this Addendum, the entire Customer Agreement applies to the On-Prem Software with each reference to “Service” being deemed to refer to “On-Prem Software”.
- This Addendum does not modify in any manner the Customer Agreement with respect to the Service or to any Software (as defined in the Customer Agreement) provided as part of the Service, and except as otherwise set forth in this Addendum, the Customer Agreement remains in full force and effect.
- The following definitions apply under this Addendum:
“On-Prem Software” means the object code form of Collibra’s proprietary installed software product, as identified in the relevant Order. The On-Prem Software includes the Documentation and any Updates.
“Scope of Use” means Customer’s authorized scope of use for the On-Prem Software specified in the applicable Order, which may include any user, copy, instance, CPU, computer, field of use or other restrictions.
- On-Prem Software. Section 2 (The Service) of the Customer Agreement is replaced with the following for On-Prem Software:
- On-Prem Software License. Subject to the Customer Agreement, Collibra grants Customer a non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to install, copy and use the On-Prem Software on systems under Customer’s control only for its internal business purposes in accordance with the Documentation and the Scope of Use.
- Users. Only Users may access or use the On-Prem Software. The On-Prem Software may allow Customer to designate different types of Users, which may have different pricing, functionality and use restrictions, as further described in the Documentation. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with the Customer Agreement and actions taken through their accounts. Customer will promptly notify Collibra if it becomes aware of any compromise of its User login credentials.
- Restrictions. As conditions on Customer’s license rights, Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the On-Prem Software to a third party, (b) use the On-Prem Software on behalf of, or to provide any product or service to, third parties, (c) use the On-Prem Software to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble the On-Prem Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the On-Prem Software, except to the extent expressly permitted by Law (and then only with prior notice to Collibra), (e) circumvent any Scope of Use limits in an Order, including restrictions on number of authorized Users, (f) modify or create derivative works of the On-Prem Software, (g) remove or obscure any product identification or proprietary notices in the On-Prem Software or (h) publish benchmarks or performance information about the On-Prem Software.
- License Verification. Upon Collibra’s written request, Customer will certify in writing that its use of the On-Prem Software is in full compliance with the terms of this Addendum and the Customer Agreement, including the applicable Scope of Use. If Customer exceeds the Scope of Use, Customer will pay Collibra for its past and ongoing excess use at the rates set forth in the applicable Order. Collibra will not exercise these verification rights more than once annually except in cases of repeated violations.
- Subscription Term. Notwithstanding Section 9 of the Customer Agreement, each Subscription Term for On-Prem Software will renew only upon mutual written agreement of the parties.
- SLA and Support.
- SLA. The SLA does not apply to On-Prem Software.
- Warranties and Indemnification. The warranties in Section 10.1 (Limited Warranty) of the Customer Agreement and Collibra’s obligations in Section 14 (Indemnification) of the Customer Agreement do not apply to the following additional exclusions: (a) any unsupported release of the On-Prem Software or (b) third-party code contained within the On-Prem Software.
- Support. During the Subscription Term, Collibra will provide Support for On-Prem Software in accordance with the Support Policy, as modified by this Addendum, at the level identified in an Order, provided that Collibra is not responsible or liable for any delay or failure of performance in the provision of Support caused in whole or in part by any delay or failure to perform any of Customer’s obligations under the Addendum.
- Cooperation. Customer will provide reasonable assistance and cooperation to enable Collibra to provision Support and agrees to apply all corrective procedures and implementations provided by Collibra. Collibra may provide remote troubleshooting services to Customer to assist in analyzing and resolving any Incidents. Customer agrees to provide Collibra with access to Customer’s network, systems, and computers as necessary for Collibra to provide such remote Support to Customer.
- Support Exclusions. In addition to the listed Support Exclusions in the Support Policy, Collibra has no obligation to provide Support relating to Incidents that, in whole or in part, arise out of or result from any OSS components, beta software, software that Collibra makes available for testing or demonstration purposes, temporary software modules or software for which Collibra does not receive a license fee.
- Customer Data. Terms for Customer Data do not apply to On-Prem Software.
- Prohibited Uses. Section 5.2 (Prohibited Uses) of the Customer Agreement is replaced with the following for On-Prem Software:
- Prohibited Uses. Customer must not use the On-Prem Software for High Risk Activities. Customer further acknowledges that the On-Prem Software is not intended to meet any legal obligations for High Risk Activities or Prohibited Data, including HIPAA requirements, and that Collibra is not a Business Associate as defined under HIPAA. Notwithstanding anything else in the Customer Agreement, Collibra has no liability for Prohibited Data or use of the On-Prem Software for High Risk Activities.
- Suspension of Service.
Section 6 (Suspension of Service) of the Customer Agreement does not apply to On-Prem Software.
- Export Control. Section 20.11 (Export) of the Customer Agreement is replaced with the following for On-Prem Software:
20.11 Export. Customer acknowledges that the On-Prem Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not and will not allow any third party to remove or export from the United States or allow the export or re-export of any part of the On-Prem Software or any direct product thereof (a) into (or to a national or resident of) any embargoed or terrorist-supporting country, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) 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 (d) 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. The On-Prem Software 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.
- Termination of Addendum.
his Addendum will terminate upon the earlier to occur of: (i) expiration of all Subscription Terms for On-Prem Software or (ii) expiration or termination of the Customer Agreement for any reason (including if for breach of this Addendum in accordance with Section 11.2 (Termination) of the Agreement). Upon termination of this Addendum, Customer’s license to the On-Prem Software will cease, and Customer must immediately cease using the On-Prem Software and delete (or, upon request, return) all copies of the On-Prem Software.