TRIFACTA DATAPREP DOWNLOADABLE SERVICE LICENSE AGREEMENT (“DSLA”)
BY CLICKING ON THE “I ACCEPT” BUTTON OR BY OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW TO USE THE TRIFACTA SOFTWARE (AS DEFINED BELOW) OFFERED BY TRIFACTA INC., A DELAWARE CORPORATION WITH AN OFFICE AT 575 MARKET ST., 11TH FLOOR, SAN FRANCISCO, CALIFORNIA 94105 (“TRIFACTA”), INCLUDING, FOR EXAMPLE, BY ACCESSING OR USING THE TRIFACTA SOFTWARE THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“CUSTOMER”) CONSENTS TO BE BOUND BY THIS DSLA, OR, IF APPLICABLE, BY THE TERMS OF A CURRENTLY EFFECTIVE WRITTEN AGREEMENT REGARDING THE USE OF THE TRIFACTA SOFTWARE SIGNED BY AN AUTHORIZED AGENT OF CUSTOMER AND BY TRIFACTA.
1. TERMS AND CONDITIONS
1.1 Incorporation by Reference. Trifacta is offering the Trifacta Software (as defined below) as part of Google’s Cloud Dataprep program. As part of the program, Trifacta seeks to offer the Trifacta Software on substantially similar terms to the Cloud Dataprep by Trifacta Agreement (form dated May 24, 2018) (the “Google Agreement”). This DSLA incorporates by reference the Google Agreement and Customer and Trifacta agree that the terms of the Google Amendment shall, subject to the following amendments be deemed to be terms of the DSLA between Trifacta and Customer and shall govern Customer’s use of the Trifacta Solution:
1.2 Definitions. Certain terms of the Google Agreement must be given specific definitions to reflect the Trifacta Software and this DSLA:
a. Trifacta’s data wrangling software, including its documentation and specifications (The “Trifacta Software”) which is made available to Customer as part of the Managed Services is a Licensed Material.
b. Trifacta will be deemed a “Third Party Vendor” with respect to any references in the Google Agreement.
c. This DSLA will be deemed the “Customer Agreement with the Third Party Vendor”.
1.3 References to Google Obligations. Certain obligations in the Google Agreement, including payment, will continue to be handled by Google:
d. Except in Sections 1.1, 1.5.2, 2 and 6.2 of the Google Agreement, for the purposes of this DSLA, each reference in the Google Agreement to “Google” shall be amended to be a reference to Trifacta.
e. Any amendments to the Google Agreement made by Google will not apply to this DSLA or Customer’s use of the Trifacta Software unless and until Trifacta posts an update to the DSLA url.
f. For the purposes of the DSLA, section 3.4 of the Google Agreement will not apply.
1.4 Policies. Although Trifacta maintains policies which are intended to provide similar protection to Google’s policies, Trifacta maintains its own data privacy and administration policies to reflect its different operations:
g. For the purposes of the DSLA, sections 3.6 and 3.7 will be replaced with the following:
3.6 Trifacta may receive notices from third parties (“Reporters”) regarding Customer Data or Customer’s use of the Services (“Reports”). Trifacta will forward all Reports directly to Google which will have the responsibility for forwarding the Reports to Customer. Customer acknowledges that it will indemnify and hold Trifacta harmless from any failure of either Google or Customer to address the Report within five (5) business days of Trifacta’s forwarding of the report to Google. Without limiting that obligation, Trifacta may, but is not required to take actions it deems appropriate in its sole discretion to resolve any Report.
h. For the purposes of the DSLA, section 5.2 will be replaced with the following:
1.5 Reservation of Rights. Except for the license expressly granted by Trifacta to Customer under this DSLA, Trifacta reserves all right, title and interests in and to the Trifacta Software and any derivative works derived therefrom, and all intellectual property rights therein.
2. SUSPENSION OF SERVICE AND ACCELERATION. Although Google has a variety of methods to protect its operations in the Google Agreement, Trifacta may, at any time and without limiting any rights and remedies, block the provision of the Trifacta Software to Customer to the extent Trifacta believes Customer is in violation of this DSLA or to the extent Trifacta believes Customer’s use of the Trifacta Solution may negatively impact Trifacta or the Trifacta Software or Trifacta’s other customers.
3. OPEN SOURCE SOFTWARE. Trifacta includes some open source components in the Trifacta Software. Open Source Software and Customer’s use of Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in that Open Source Software. Trifacta grants Customer a license to use the Open Source Software to the full extent permitted by the applicable open source license.