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John Smith
name@company.com
Data Scientist, USA
Interests
Cloud-Ready Data
Digital Transformation
Data Governance

This Master Cloud Agreement, including all Orders, the Policies and the DPA (“Agreement”) is between Collibra Inc., located at 61 Broadway, Suite 31, New York, New York 10006, USA, if the shipping address for the Order is in North America (United States, Mexico and Canada), otherwise it is between Collibra UK Limited, located at 200 Aldersgate, London EC1A 4HD, England, (“Collibra”) and the entity or person placing an Order for or accessing the Service (“Customer” or “you”). This Agreement allows Customer to purchase access to the Service and related Professional Services under one or more Orders. Certain capitalized terms are defined in Section 20 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company as Customer.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration or order process or (b) the effective date of the first Order. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

To the extent an Order contains On-Prem Software (as defined in the On-Prem Addendum), the terms and conditions of the On-Prem Addendum found at https://www.collibra.com/us/en/on-prem-addendum shall apply to Customer’s license and use of the On-Prem Software, and the On-Prem Addendum is incorporated herein by reference.

  1. Overview

    The Service is a unique platform for data intelligence, helping organizations connect the right data and insights to the right people. The Service is designed to allow Customer to catalog and track use of data across its systems and Third-Party Platforms.

  2. The Service

    1. Permitted Use

      During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits in an Order. This includes the right to copy and use the Software as part of Customer’s authorized use of the Service.

    2. Users

      Only Users may access or use the Service. The Service may allow Customer to designate different types of Users, which may have different pricing, functionality and use restrictions, as further described in the Documentation or the Order. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts. Customer will promptly notify Collibra if it becomes aware of any compromise of its User login credentials.

    3. Restrictions

      Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute or sublicense the Service to a third-party (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use or reference the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Collibra), (e) circumvent any usage limits, including restrictions on number of authorized Users, whether through the use of APIs or other means, (f) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software), (g) remove or obscure any proprietary notices in the Service, (h) publish benchmarks or performance information about the Service, (i) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service or (j) transmit any viruses or other harmful materials to the Service.

  3. SLA and Support

    During the Subscription Term, (a) the Service will be subject to the SLA and (b) Collibra will maintain and provide Support in accordance with the Support Policy.

  4. Customer Data

    1. Data Use

      Customer grants Collibra the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Customer Data, but only as necessary to provide the Service, Support and any Professional Services to Customer under this Agreement.

    2. Security

      Collibra uses reasonable technical and organizational measures designed to protect the Service and Customer Data as described in the Security Policy.

    3. Personal Data

      Each party agrees to comply with the DPA.

    4. Data Export

      During the Subscription Term and for 30 days afterwards, Customer may export its Customer Data from the Service using the export features described in the Documentation. After this export period, Collibra may delete Customer Data in accordance with its standard schedule and procedures.

  5. Customer Obligations

    1. Generally

      Customer is responsible for its Customer Data, including its content and accuracy, and agrees to comply with Laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Service and grant Collibra the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer Data.

    2. Prohibited Uses

      Customer must not use the Service with and acknowledges the Service is not intended to meet any legal obligations for Prohibited Data or High Risk Activities. Notwithstanding anything else in this Agreement, Collibra has no liability for Prohibited Data or use of the Service for High Risk Activities.

  6. Suspension of Service

    Collibra may suspend Customer’s access to the Service and related services if (a) Customer breaches Section 2.3 (Restrictions) or Section 5 (Customer Obligations), (b) Customer’s account is 30 days or more overdue after being notified, or (c) Customer’s use of the Service risks harm to other customers or the security, availability or integrity of the Service. Where practicable, Collibra will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Collibra will promptly restore Customer’s access to the Service in accordance with this Agreement.

  7. Third-Party Platforms

    Customer’s use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Collibra does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Customer Data. If Customer enables a Third-Party Platform with the Service, Collibra may access and exchange Customer Data with the Third-Party Platform on Customer’s behalf.

  8. Professional Services

    Any purchased Professional Services are as described in the relevant Order or SOW, as applicable. Customer will give Collibra timely access to Customer Materials reasonably needed for the Professional Services, and if Customer fails to do so, Collibra’s obligation to provide Professional Services will be excused until access is provided and the parties mutually agree on an updated timeline. Collibra will use Customer Materials only for purposes of providing Professional Services. Any Professional Services deliverables will relate to the configuration or use of the Service. Customer may use Professional Services deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in Section 2 (The Service) and Section 5 (Customer Obligations).

  9. Commercial Terms

    1. Subscription Term

      Each Subscription Term will renew for successive periods equal to the then-current Subscription Term unless either party gives the other party notice of non-renewal at least 30 days before the then-current Subscription Term ends.

    2. Fees and Taxes

      Fees are as described in each Order. All invoices will be electronic. Fees are invoiced on the schedule in the Order and reimbursable expenses are invoiced in arrears. Unless the Order provides otherwise, all fees and expenses, not subject to a good faith dispute as set out in Section 9.5, are due within 30 days of the invoice date. Customer is responsible for incurred charges based on actual usage of the Service in excess of any commitments set out in this Order, for which Collibra may bill separately. Fees for renewal Subscription Terms are invoiced 30 days prior to the start of the renewal term. Except as expressly provided in the applicable Order, renewal of the Service will be at Collibra’s then-current price without discounts. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 10.2 (Warranty Remedy), and Section 14.4 (Mitigation and Exceptions). Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Collibra’s income tax. If Collibra has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount will be computed based on Customer’s ship-to address listed in the then-current Order, unless Customer provides Collibra with a valid tax exemption certificate authorized by the appropriate taxing authority. Fees and expenses listed on or invoiced pursuant to any Order are exclusive of Taxes.

    3. Reseller Orders

      If Customer purchases the Service from an authorized reseller of Collibra (“Reseller”), instead of paying Collibra, Customer will pay applicable amounts to the Reseller as agreed between Customer and the Reseller. Customer’s order details (e.g., scope of use and fees) will be as stated in the Order placed by Reseller with Collibra on Customer’s behalf. The Reseller is responsible for the accuracy of such Order. If Customer is entitled to a refund under this Agreement, Collibra will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to Customer, unless otherwise agreed by Collibra. Resellers are not authorized to modify this Agreement or make any promises or commitments on Collibra’s behalf, and Collibra is not a party to (or responsible under) any separate agreement between Customer and Reseller, and is not responsible for the Reseller’s acts, omissions, products or services.

    4. Affiliate Orders

      An Affiliate of Customer may enter its own Order(s) as mutually agreed with Collibra. This creates a separate agreement between the Affiliate and Collibra incorporating this Agreement with the Affiliate treated as “Customer”. Likewise, Collibra may enter into Orders through one or more of its Affiliates in which case such Collibra Affiliate will be treated as “Collibra”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Collibra (or Collibra Affiliate, as applicable), and breach or termination of any such agreement is not breach or termination under any other.

    5. Payment Disputes

      Customer must notify Collibra in writing of any good-faith invoice dispute within ten (10) days of the applicable invoice date and reasonably cooperate with Collibra in resolving any dispute. If the parties are unable to resolve a dispute within 10 days of Customer’s notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, notwithstanding anything to the contrary herein. Any undisputed amounts must be paid in full in accordance with this Section 9.

  10. Warranties and Disclaimers

    1. Limited Warranty

      Each party warrants that it has the corporate power and authority to enter into and carry out the terms of this Agreement. Collibra further warrants to Customer that:

      1. the Service will perform materially as described in the Documentation and, subject to Collibra’s end-of-life policies, Collibra will not materially decrease the overall functionality of the Service during a Subscription Term (the “Performance Warranty”);
      2. Collibra will perform any Professional Services in a professional and workmanlike manner (the “Professional Services Warranty”); and
      3. Collibra will use industry-standard measures designed to ensure that the Service (as provided by Collibra, excluding Customer Data) does not contain viruses, malware or similar harmful code.
    2. Warranty Remedy

      If Collibra breaches Sections 10.1(a), (b) or (c) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then Collibra will use reasonable efforts to correct the non-conformity. If Collibra determines such remedy to be impracticable, either party may terminate the affected Order as relates to the non-conforming Service or Professional Services. Collibra will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Professional Services (for the Professional Services Warranty). These procedures are Customer’s exclusive remedy and Collibra’s entire liability for breach of the warranties in Sections 10.1(a), (b) or (c). These warranties do not apply to (i) issues caused by misuse or unauthorized modifications, (ii) issues in or caused by Third-Party Platforms or other third-party systems or (iii) Trials and Betas or other free or evaluation use.

    3. Disclaimers

      EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1 (LIMITED WARRANTY), THE SERVICE, SUPPORT, PROFESSIONAL SERVICES AND ALL RELATED COLLIBRA SERVICES ARE PROVIDED “AS IS”. COLLIBRA AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS IN SECTION 3 (SLA AND SUPPORT), COLLIBRA DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. COLLIBRA IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COLLIBRA’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

  11. Term and Termination.

    1. Term

      This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

    2. Termination

      Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after receipt of written notice pursuant to Section 19.3 (Notices), (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. For clarity, any termination of Professional Services will not result in termination of this Agreement or any other Order.

    3. Effect of Termination

      Upon expiration or termination of this Agreement, Customer’s access to the Service and Professional Services will cease, other than limited use of the Service to export Customer Data as described in Section 4.4 (Data Export). At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 4.4). Customer Data and other Confidential Information may be retained subject to the receiving party’s retention practices until such information is scheduled to be deleted in accordance with the receiving party’s policies and procedures but will remain subject to this Agreement’s confidentiality restrictions until deleted.

    4. Survival

      These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 9.2 (Fees and Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms), and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

  12. Ownership

    Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Collibra’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data, Customer Confidential Information, and Customer Materials provided to Collibra. Except for Customer’s use rights in this Agreement, Collibra and its licensors retain all intellectual property and other rights in the Service, any Professional Services deliverables and related Collibra technology, templates, formats and dashboards, including any modifications or improvements to these items made by Collibra. Collibra may use Platform Data internally to operate, improve, analyze and support the Service. If Customer provides Collibra with feedback or suggestions regarding the Service or other Collibra offerings, Collibra may use the feedback or suggestions without restriction or obligation.

  13. Limitations of Liability

    1. Consequential Damages Waiver

      Except for Excluded Claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, punitive, reliance or consequential damages of any kind, even if informed of their possibility in advance.

    2. Liability Cap

      Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable to Collibra during the prior 12 months under this Agreement.

    3. Excluded Claims

      Excluded Claims” means: (a) Customer’s breach of Section 2.3 (Restrictions) or Section 5 (Customer Obligations), (b) any liability which may not be excluded or limited by Law, (c) either party’s breach of Section 15 (Confidentiality) (but excluding claims relating to Customer Data) or (d) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification).

    4. Nature of Claims and Failure of Essential Purpose

      The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

  14. Indemnification

    1. Indemnification by Collibra

      Collibra will defend Customer from and against any third-party claim to the extent alleging that the Service or the Professional Services deliverables, when used by Customer as authorized in this Agreement, infringe a third-party’s patent, copyright, trademark or trade secret in the jurisdiction of where the Service or the Professional Services deliverables are used, and will indemnify and hold harmless Customer and its respective officers, directors, employees and agents against any damages or costs awarded (including reasonable attorneys’ fees) or agreed in settlement by Collibra resulting from the claim.

    2. Indemnification by Customer

      Customer will defend Collibra from and against any third-party claim to the extent resulting from Customer Data, Customer Materials or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold harmless Collibra and its respective officers, directors, employees and agents against any damages or costs awarded (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

    3. Procedures

      The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Collibra is the indemnifying party).

    4. Mitigation and Exceptions

      In response to an actual or potential infringement claim, if required by settlement or injunction or as Collibra determines necessary to avoid material liability, Collibra may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Collibra’s obligations in this Section 14 do not apply (1) to infringement resulting from Customer’s modification of the Service or use of the Service in combination with items not provided by Collibra (including Third-Party Platforms), (2) to infringement resulting from Software other than the most recent release, (3) to unauthorized use of the Service, (4) if Customer settles or makes any admissions about a claim without Collibra’s prior written consent, or (5) to Trials and Betas or other free or evaluation use. This Section 14 sets out Customer’s exclusive remedy and Collibra’s entire liability regarding infringement of third-party intellectual property rights.

  15. Confidentiality

    1. Obligations

      As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Each party will use reasonable care to protect the Confidential Information in the same manner as it would protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Collibra, the subcontractors referenced in Section 19.8), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

    2. Remedies

      Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

  16. Required Disclosures

    Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort to obtain confidential treatment at disclosing party’s expense.

  17. Trials and Betas

    If Customer receives access to Trials and Betas, use is permitted only for Customer’s internal evaluation during the period designated by Collibra (or if not designated, 30 days). Trials and Betas are optional and either party may cease Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Collibra may never release, and their features and performance information are Collibra’s Confidential Information. Customer will not use any production or regulated data in its use and access to Trials and Betas. Notwithstanding anything else in this Agreement, Collibra provides no warranty, indemnity, SLA or support for Trials and Betas and its liability for Trials and Betas will not exceed US$50.

  18. Publicity

    Neither party may publicly announce this Agreement except with the other party’s prior written consent or as required by Laws. However, Collibra may include Customer and its trademarks in Collibra’s customer lists and promotional materials but will cease this use at Customer’s written request.

  19. General Terms

    1. Assignment

      Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement upon notice in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities, provided that Collibra may refuse any assignment to an entity organized under the laws of a jurisdiction where Collibra does not conduct business at the time of such notice. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

    2. Governing Law, Jurisdiction and Venue

      If the contracting entity is (a) Collibra Inc., this Agreement is governed by the laws of the State of New York without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods, and the jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, New York, and both parties submit to the personal jurisdiction of those courts; or (b) Collibra UK Limited, this Agreement is governed by the laws of England and Wales without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods, and the jurisdiction and venue for actions related to this Agreement will be in the courts of London, England, and both parties submit to the personal jurisdiction of those courts.

    3. Notices

      Except as set out in this Agreement, notices under this Agreement must be in writing and will be deemed received (a) immediately upon personal delivery or delivery via email, (b) the business day following delivery via nationally-recognized overnight courier service, or (c) the third business day following delivery via first-class registered or certified mail. Notices should be addressed to the signatory and address on the first page of this Agreement, or the contact information associated with Customer’s account provided at registration, as applicable. Either party may update its contact information for notice by providing notice to the other party. Collibra may also send operational notices to Customer electronically, including through the Service.

    4. Entire Agreement

      This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements or communications regarding its subject matter, whether written or oral. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

    5. Amendments

      Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Collibra. Notwithstanding the foregoing, with notice to Customer, Collibra may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Collibra’s overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Collibra; any of these Customer documents are for administrative purposes only and have no legal effect.

    6. Waivers and Severability

      Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.

    7. Force Majeure

      Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for payment obligations) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

    8. Subcontractors

      Collibra may use subcontractors and permit them to exercise Collibra’s rights, but Collibra remains responsible for the subcontractors and the delivery of the Service under this Agreement to Customer.

    9. Independent Contractors

      The parties are independent contractors, not agents, partners or joint ventures.

    10. Export

      Customer acknowledges that the Service is subject to export control and economic sanctions restrictions imposed by the U.S. government and import restrictions by certain foreign governments (collectively “Trade Laws”). In using or accessing the Service, Customer will not and will not allow any third party to use the Service in violation of any Trade Laws or remove or export from the U.S. or allow the export or re-export of any part of the Service or any direct product thereof to any location, party or end-use which the U.S. 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. Customer represents and warrants that it and any of its Users: (i) are not listed on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; (ii) are not an entity or person who is organized under the laws of, ordinarily resident in, or controlled by the government of, any country or region (1) that is subject to a U.S. government embargo or comprehensive sanction, (2) to which the U.S. has prohibited export transactions or (3) that has been designated by the U.S. government as a “terrorist supporting” country; (iii) will not use the Service for the manufacture, design or development of nuclear, chemical or biological weapons or missile technology, or for terrorist activity; and (iv) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations or listed on the Commerce Control List unless approved in writing by Collibra. Customer will notify Collibra promptly if it or any User becomes subject to any order or restriction listed in this Section 19.10.

    11. Compliance with Laws

      Collibra will comply with all applicable Laws in its provision of the Service.

    12. Open Source and Third-Party Software

      The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or provided by Collibra upon request. Customer’s internal use of the unmodified Software in the form provided and as authorized in this Agreement will not require Customer to comply with the terms of OSS licenses.

    13. Government End-Users

      Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

    14. Third-Party Beneficiaries

      Except as expressly provided in this Agreement, the Agreement does not create or establish any rights or beneficiaries for any person or entity that is not a party to this Agreement.

    15. Modifications to Agreement

      Collibra may modify this Agreement (which may include changes to Service pricing and plans) from time to time by giving notice to Customer by email or through the Service. Unless a shorter period is specified by Collibra (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If Collibra specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies Collibra of its objection to the modifications within 30 days after the date of such notice, Collibra (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid Service fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

  20. Definitions

    Affiliate” means an entity directly or indirectly owned or controlled by, or under common ownership or control with, a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

    Business Associate Agreement” is a separate addendum to this Agreement between Customer and Collibra covering the handling of Protected Health Information (as defined in HIPAA) and which becomes part of this Agreement upon its execution.

    Confidential Information” means information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Collibra’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Customer Data. Confidential Information excludes information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third-party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

    Customer Data” means both Platform Data and Source Data.

    Customer Materials” means materials, systems and other resources that Customer provides to Collibra in connection with Professional Services.

    Documentation” means Collibra’s usage guidelines and standard technical documentation for the Service, the current version of which is here: https://productresources.collibra.com/documentation.

    DPA” means the Data Processing Addendum, the current version of which is here: https://www.collibra.com/us/en/data-processing-addendum.

    Excluded Marketplace Offerings” means the Collibra Partner Offerings and Collibra Community Offerings made available separately and subject to the accompanying terms found on the Collibra Marketplace located at: https://marketplace.collibra.com .

    High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control

    Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

    Order” means any Collibra-provided ordering document, online registration, or order form for access to the Service, Support, Professional Services or related services that is agreed by the parties and references this Agreement.

    Platform Data” means any data or content that classifies, organizes, defines or otherwise characterizes Source Data or Customer’s enterprise data structure (i.e., metadata), which establishes within the Service comprehensive data catalogues, data governance structures, business glossaries, business process descriptions, data stewardship roles and responsibilities, asset and domain lists and similar data governance concepts. Platform Data also includes logs, insights, statistics or reports that Collibra generates regarding the
    performance, availability, usage, integrity or security of the Service. For the avoidance of doubt, Platform Data is not Source Data.

    Policies” means the Security Policy, Support Policy and SLA.

    Professional Services” means professional services as may be provided by Collibra to assist Customer in using the Service, as identified in an Order, and may include (a) virtual or remote one-on-one guidance in general use of the Service, (b) access to Collibra University or other online or in-person training sessions, and/or (c) deployment, configuration or similar assistance.

    Prohibited Data” means any (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”) (unless Customer and Collibra have executed a Business Associate Agreement), (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), and (c) any data similar to the above protected under foreign or domestic Laws.

    Security Policy” means the Collibra Security Policy, the current version of which is here: https://www.collibra.com/us/en/security-policy.

    Service” means Collibra’s software-as-a-service, as identified in the relevant Order and as modified from time to time, including the Software and Documentation, but excluding Professional Services deliverables. For the avoidance of doubt, Service does not include Excluded Marketplace Offerings and/or Third-Party Platforms.

    SLA” means the Collibra Service Level Agreement, the current version of which is here: https://www.collibra.com/us/en/service-level-agreement.

    Software” means the Collibra mobile application, desktop application, on-premise platform application and any other generally-released code (and any APIs incorporated therein) provided to Customer by Collibra for use with the Service under this Agreement.

    Source Data” means any data sets, or samples or subsets thereof, submitted by the Customer to the Service for profiling, sampling, classifying, cataloging, or other forms of analysis. As described in the Documentation, Customer controls whether Source Data is submitted to the Service.

    SOW” means a Statement of Work referencing this Agreement and executed by both parties describing the Professional Services to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information.

    Subscription Term” means the term for Customer’s use of the Service as identified in an Order.

    Support” means support for the Service as described in the Support Policy. Customer’s Support level will be identified in the Order.

    Support Policy” means the Collibra Support Policy, the current version of which is here: https://www.collibra.com/us/en/support-policy.

    Third-Party Platform” means any platform, add-on, service, code (including open source) or product not provided by Collibra that Customer elects to integrate or enable for use with the Service.

    Trials and Betas” means a portion of the Service or Service features that may be offered on a free or trial basis or as an alpha, beta or early access offering.

    User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Service on its behalf.