· New York

SQLdep end user license agreement

This SQLdep End User License Agreement (the “Agreement”) entered into by and between the customer identified in the applicable Order Form (the “Customer”) and the Collibra entity indicated in the applicable Order Form (“Collibra”) governs Customer’s use of the Services set forth on the Order Form. By accepting this Agreement, or an Order Form, or Statement of Work that references this Agreement, Customer agrees to the terms of this Agreement. If an individual is entering into this Agreement on behalf of a company or other legal entity, Customer represents that the individual has the authority to bind such Customer to these terms and conditions. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services described in the applicable Order Form. Collibra and Customer are each referred to herein as a “Party,” and collectively as the “Parties.”

  1. General.
    1. Right to Use and Acceptable Use. Subject to this Agreement and during the applicable Subscription Term, the Customer may access and use the Services for its own business purposes and the Customer may permit Authorized Users to access and use the Services, all in accordance with the Agreement, the applicable order and the documentation. The rights granted to the Customer are non-exclusive, non-sublicensable and non-transferable.
    2. Restrictions. Except as otherwise expressly permitted in the Agreement, the Customer will not: (a) reproduce, modify, adapt or create derivative works of the Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to a third party; (c) use the Services for the benefit of any third party; (d) incorporate any the Services into a product or service the Customer provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Services intended to limit the Customer’s use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any the Services; (h) use the Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Services; or (j) encourage or assist any third party to do any of the foregoing.
    3. Improving the Services. Collibra is always striving to improve the Services. In order to do so, Collibra uses analytics techniques to better understand how the Services are being used. Such information does not directly or indirectly identify the Customer’s Confidential Information or that of its Authorized Users. The Customer hereby agrees to such the collection and analysis of the Customer’s Data for the purposes of improving the Services.
  2. Compliance. The Customer and its use of the Services (including use by Authorized Users) must comply at all times with the Agreement and all Laws. The Customer represents and warrants that: (i) it has obtained all necessary rights, releases and permissions to submit all the Data to the Services and to grant the rights granted to Collibra in the Agreement and (ii) the Data and its submission and use as the Customer authorizes in the Agreement will not violate: (1) any Laws, or (2) any third-party intellectual property, privacy, publicity or other rights. Collibra assumes no responsibility or liability for the Data, and the Customer is solely responsible for the Data and the consequences of submitting and using it with the Services. The Customer will not submit to the Services (or use the Services to collect) any Sensitive Data. The Customer acknowledges that Collibra is not acting as a Business Associate or subcontractor (as such terms are defined and used in HIPAA). Notwithstanding any other provision to the contrary, Collibra has no liability under the Agreement for Sensitive Data.
  3. Term and Termination.
    1. Term. The term of this Agreement begins on the Effective Date and shall continue, with respect to any Order Form, for as long as such Order Form remains in effect (the “Term”).
    2. Termination. Either Party may terminate this Agreement upon thirty (30) days prior, written notice to the other party if the other party commits a material breach of the Agreement; provided, however, that the Agreement will not terminate if the other Party cures such breach by the end of the thirty (30) day period. In addition, Collibra may terminate any Order Form immediately for any failure to pay any amounts due under the Agreement (including any and all Order Form(s).
    3. Effects of Termination. Upon expiration or termination of the Agreement for any reason: (a) any amounts owed to Collibra under this Agreement including any Order Form(s) before such termination will be immediately due and payable; (b) Collibra reserves the rights in its sole discretion to disable all access to the Services; and (c) Customer shall immediately cease any and all use of the Services.
  4. Payment.
    1. In consideration for the Customer’s access to and use of the Services, Customer will pay all fees in accordance with each Order Form in the currency specified in the Order Form. All amounts invoiced hereunder are due and payable within thirty (30) days of receipt of the invoice. If a purchase order number is required in order for an invoice to be paid, then Customer must provide such purchase order number to Collibra by emailing the purchase order number to legal@collibra.com. All amounts are non-refundable, non-cancelable and non-creditable. Collibra may increase fees for any renewal Order Form.
    2. Unpaid invoices that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law whichever is lower plus all reasonable expenses of collection. If any amount owing by Customer is overdue, Collibra may, without limiting its other rights and remedies, suspend Customer’s access to the Services until such amounts are paid in full or terminate this Agreement pursuant to Section 3.2 (Termination).
    3. All amounts payable to Collibra under this Agreement shall be paid by Customer to Collibra in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
    4. Customer fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Collibra, Customer must pay to Collibra the amount of such taxes or duties in addition to any fees owed under this Agreement.
  5. Suspension. Collibra may suspend use of the Services: (1) if reasonably needed to prevent unauthorized access; (2) if Customer does not promptly respond under to intellectual property claims; (3) for non-payment; or (4) if Customer violates these terms. A suspension will be in effect only while the condition or need exists and, if under clause (1) or (2), will apply to the minimum extent necessary. Collibra will notify Customer before suspension, unless doing so may increase damages. Collibra will notify If Customer does not fully address the reasons for suspension within sixty (60) days after suspension, Collibra may terminate Customer’s Subscription.
  6. IP Rights in the Services and Feedback. the Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as “purchase” or “sale”. Collibra and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to Collibra Technology (including the Services). From time to time, the Customer may choose to submit Feedback to Collibra. Collibra may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered the Customer’s Confidential Information, and nothing in these Terms limits Collibra’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
  7. Confidentiality.
    1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose Confidential Information of the Disclosing Party. “Confidential Information” means information that is identified as confidential at the time of disclosure (whether or not in writing) or which the Receiving Party should reasonably understand to be confidential based on the nature of the information or the manner under which it is disclosed, including, but not limited to, information consisting of or relating to the Disclosing Party’s technology, source code, trade secrets, know-how, business operations, plans, strategies, customers and pricing, Customer’s login identifiers and credentials, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, and/or which the Receiving Party knows or reasonably should know the Disclosing Party considers confidential or proprietary. Customer agrees that the Services operations, interfaces and functionalities are Collibra’s Confidential Information.
    2. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Confidential Information.
    3. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can demonstrate (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of or access or reference to any Confidential Information of the Disclosing Party.
  8. Limited Warranty; Disclaimer. Limited warranty; disclaimer. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this Agreement: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) it has all corporate authority required to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL SERVICES, SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COLLIBRA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING COLLIBRA’S EXPRESS OBLIGATIONS IN THESE TERMS, COLLIBRA DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT COLLIBRA WILL REVIEW THE DATA FOR ACCURACY OR THAT COLLIBRA WILL PRESERVE OR MAINTAIN THE DATA WITHOUT LOSS. THE CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
  9. Consequential Damages Waiver. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
  10. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, COLLIBRA’S AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
  11. Excluded Claims. “Excluded Claims” means (1) amounts owed by the Customer, (2) liability for damages caused by either Party’s gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between “gross negligence” and “negligence,” “gross negligence” as used in this subsection shall mean “recklessness”).
  12. Agreement Mechanics. Customer must send notice by regular mail, return receipt requested, to the Collibra address stated above. Collibra may email notice to the Customer’s account administrators (effective when sent). Customer may not assign this agreement, or any right or duty under it. If part of the Agreement is held unenforceable, the rest remains in force. Failure to enforce the Agreement is not a waiver. Sections of the Agreement that require performance, or apply to events that may occur after termination or expiration will survive.
  13. Security. As of the Effective Date and throughout the Term, Collibra shall use commercially reasonable efforts to have and continue to have adequate administrative, technical, and physical safeguards in place to ensure the security and confidentiality of Customer Data, to protect against anticipated threats or hazards to the integrity of such information and records, and to protect against the unauthorized access or use of such information and records. The parties agree that the standard requirements set forth in ISO/IEC 27001:2013 (information security management systems), as may be amended from time to time, constitute commercially reasonable data protection controls and safeguards.
  14. Miscellaneous. This Agreement shall be effective as of the Effective Date. This Agreement (a) constitutes the entire agreement between the parties concerning the subject hereof; (b) supersedes all prior and contemporaneous written or oral agreements between the parties; (c) cannot be assigned (and any attempted assignment in violation of the foregoing restriction is void) or modified, and no provision therein may be waived, except by written agreement of both parties; (d) does not create a partnership, agency relationship, or joint venture between the parties; (e) does not obligate a party to enter into any other agreement with the other party; and (f) is governed by the laws of the state of New York, excluding its conflict of law rules. The federal and state courts within the state of New York have exclusive jurisdiction to adjudicate any dispute arising under this Agreement. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions will not be affected. The parties may sign this Agreement electronically and in counterparts. Each counterpart is deemed to be an original which, taken together, comprise a single document.
  15. Definitions. Certain capitalized terms are defined in this Section, and others are defined contextually in these Terms.
    • “Authorized User” those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services solely for the Permitted Use. Authorized Users are subject to the restrictions based on the licensed user type assigned to their profile as may be further described in the documentation.
    • “Collibra Technology” means the Services and any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
    • “Services” the access to the Software provided by Collibra to Customer and its Authorized Users under this Agreement and any Order Form.
    • “Customer Data” all data or information that the Customer submits in the course of using the Cloud Services.
    • “Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Services, Support or Additional Services.
    • “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 the exportation of technical or personal data.
    • “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
    • “PCI DSS” means the Payment Card Industry Data Security Standards.
    • Sensitive Data” means any (i) Personal Data (as defined under the the Data Protection Directive 95/46/EC, General Data Protection Regulation (EU) 2016/679 (“GDPR”), and e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their national implementations in the European Economic Area and any successor legislation); (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
    • “Software” the online software application (SQLdep) provided by Collibra as part of the Cloud Services, further described in any Order Form or similar ordering document.
    • “Subscription Term” means the duration of the Customer’s applicable order for the Software.
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