DATASHARE SERVICES ADDENDUM TO AGREEMENT

Last updated on: 19 November 2024

This DataShare Addendum (the “Addendum”) is hereby incorporated by reference into and forms part of the Agreement (defined below) between Mitratech Holdings Inc. or its affiliate (“Company”) and the customer (“Customer”) identified on the applicable Order Form that references this Addendum. The terms in this Addendum apply to the DataShare Services (defined below) indicated in an Order Form:

DEFINITIONS  

1.1 “Agreement”: the agreement or terms and conditions by which Company provides certain services to Customer. 

1.2 “Customer Data”: Customer or Client Data as defined in the Agreement. To the extent such is not defined, Customer Data is any data and information that Customer provides, generates, transfers, or makes available to Company under the Agreement.  

1.3 “DataShare Services”: services provided by Company that enables sharing, access, and exchange of data across integrated systems with Company’s analytics platform.   

1.4 “Malicious Code”: viruses, worms, time bombs, Trojan horses, and other code, files, scripts, agents, or programs with the intended purpose of harming Software. For the avoidance of doubt, a license key that restricts Customer from exceeding the number of licenses procured, shall not be deemed Malicious Code. 

1.5 “Order Form”: the document(s), regardless of its actual name, executed by the parties which incorporates by reference the term of this Master Agreement and applicable Schedules, and describes Customer’s order-specific information, such as description of Software or Services ordered, license scope, and fees. 

1.6 “Personal Data”: any information relating to an identified or identifiable living individual that is processed by Mitratech on behalf of Customer because of, or in connection with, the provision of the Services under the Agreement. 

ACCESS RIGHTS 

2.1 Grant. Subject to the timely payment of the applicable DataShare Services fees as specified in the Order Form, Company grants Customer, for the term and each Renewal Term (as defined in section 4 of this Addendum), the right to access the DataShare Services solely for Customer’s internal business purposes. For clarity, Customer shall not (i) sell, resell, rent, lease, sublicense, assign, transfer, distribute, time-share or otherwise exploit the DataShare Services contrary to the license grant herein, (ii) create derivative works based on the DataShare Services, (iii) copy any part of the DataShare Services, (iv) interfere with or disrupt the integrity or performance of the DataShare Services, (v) access such DataShare Services in order to build a competitive product or service, or copy any features or functions, or (vi) attempt to gain unauthorized access to the DataShare Services or their related systems or networks.  The DataShare Services are usable in the number of environments, for the number of users, and up to storage allocations indicated in the applicable Order Form. 2.2 Minimums. Customer acknowledges that (i) all fees are based on the subscribed quantities purchased; and (ii) the number of subscribed quantities provided in an Order Form are a minimum amount that Customer must commit to for the term of the applicable Order Form. Customer must purchase additional subscribed quantities in the event actual use exceeds the subscribed quantity. Customer cannot decrease quantities purchased during the term. If Customer reduces quantities for a Renewal Term, Company reserves the right to adjust any-volume based or package pricing in that renewal term. 2.3 Acceptable Use. Customer is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is responsible for the acts of its authorized users under Customer’s account. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the DataShare Services, Customer agrees to immediately notify Company of any unauthorized use of Customer’s account, or any other breach of security known to Customer. Company shall have no liability for any loss or damage arising from Customer’s failure to uphold its responsibilities.  Company shall not be responsible for the content of Customer or its users’ communications or data uploaded in or transmitted through the DataShare Services. Customer shall use the DataShare Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Customer shall be solely responsible for the accuracy, quality, integrity, and legality of Customer Data and of how it acquired Customer Data. Customer will not load into the DataShare Services any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains Malicious Code or other destructive features; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (d) otherwise violates any applicable law. Company reserves the right to delete, move or edit any Customer Data that violates the Agreement, after first having given notice to Customer of Company’s concern and a reasonable opportunity for Customer to address that concern.  2.4 Restrictions. Except as expressly permitted herein, Customer may not: (i) copy the DataShare Services, or any material subset thereof; (ii) modify or create derivative works or improvements to the DataShare Services, or any material subset thereof, in order to build a competitive product or service; (iii) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the DataShare Services; (iv) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the DataShare Services; (v) allow access to, provide, divulge, or make available the DataShare Services to any third parties; (vi) modify, adapt, translate or otherwise make any changes to the DataShare Services or any part thereof; (vii) use the DataShare Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; or (viii) perform benchmarking on the DataShare Services to evaluate, disclose or publish performance or capacity statistics. 2.5 Ownership. Company will retain ownership of and all rights, title, and interest in the DataShare Services, including, deliverables and work product associated with the DataShare Services, and all copies and derivative works thereof. Customer will retain ownership of and all rights, title, and interest to all Customer Data that Customer inputs into the DataShare Services, including the output generated from Customer’s data via use of the DataShare Services, such as, but not limited to, reporting assets. 2.6 Customers with Own Snowflake Accounts and Customers that Export Customer Data from Company System.  The following terms apply only if: (i) Customer has its own Snowflake account; or (ii) Customer exports Customer Data from Company environments. Customer is responsible and solely liable for Customer Data that is stored in Customer’s Snowflake account or exported from Company environments and stored in a third-party data warehouse. Company shall have no liability for any expenses, costs, losses or damages arising from such export and storage of Customer Data.  

2.7 Suspension of Services. Company reserves the right to suspend access to the DataShare Services: (i) after 90 days of non-usage or if data is not retrieved by Customer; or (ii) upon thirty (30) days written notice to Customer in the event Customer or its users are in material breach of the Agreement. If Customer fails to make payments of any non-disputed fees due under an Order Form, Customer shall be in material breach of the Agreement. Company suspending Customer’s DataShare Services or instituting a hold on technical support for DataShare Services due to Customer’s non-payment does not release Customer from its obligation to pay all outstanding fees due or that may become due during the term. 

FEES

3.1 Payment Terms. Fees are specified in the applicable Order Form. Annually recurring fees are due in advance of the year for which DataShare Services are to be provided. Payment of fees is due thirty (30) days after the invoice date, unless otherwise specified in the Order Form. Interest accrues on past due balances at the lesser of 1.5% per month or the highest rate allowed by law. Customer’s non-payment of fees is deemed a material breach of the Agreement. 

WARRANTY DISCLAIMER

4.1 Disclaimer. Except for the express warranties specified in the Agreement, the DataShare Services and all related components and information are provided on an “As Is” basis without any warranties of any kind, and Company expressly disclaims all other warranties, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Company does not warrant that the DataShare Services will be uninterrupted, error-free, or complete. 

SECURITY AND DATA PROTECTION

5.1 Security. Both parties will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, including Personal Data against unauthorized access, use, disclosure, alteration, or destruction. In the event of a security incident, Company will (i) notify Customer promptly and in any event, within forty-eight (48) hours after determining that a security event has occurred; (ii) take all reasonable steps to stop, remediate, and otherwise address the security event; (iii) notify Customer promptly of the corrective action and measures taken by Company and reasonably cooperate with Customer to provide details concerning the security event that the Customer may reasonably request in order for Customer to fulfill its legal or regulatory obligations; and (iv) upon request, provide Customer with a single point of contact for communications regarding the security event.

 

5.2 Privacy. The parties will comply with all applicable privacy laws and regulations, including without limitation, the General Data Protection Regulation (“GDPR”) or the California Consumer Privacy Act (“CCPA”), concerning the collection, use, and storage of Personal Data. 

TERM AND TERMINATION 

6.1 Term.  Subject to Section 6.2 of this Addendum, the term of this Addendum starts on the delivery of access to the DataShare services and continues through the expiration of the term set forth in the applicable Order Form. Following the end of the term, except as otherwise set forth in the Agreement, DataShare Services shall automatically renew for one-year periods (“Renewal Term”), unless either party gives written notice at least 60 days prior to the end of the term or any Renewal Term, of its intention to terminate the DataShare Services.  

6.2 Termination. Except as otherwise specified in an Order Form, either party may terminate the DataShare Services in accordance with the Agreement. 

CHANGES TO TERMS 

7.1 Changes to DataShare Services Terms. Company reserves the right to periodically update, amend or change the terms of this Addendum (“Modified Terms”). Company will, at least 30 days prior to the Modified Terms taking effect, notify Customer by e-mail of such changes, and the Modified Terms will be posted online at a web address to be provided by Company. Customer’s continued use of the DataShare Services without objection to the Modified Terms following the thirty (30) day notice will serve as consent to the Modified Terms. 

CONFLICTS 

8.1 Conflicts. In the event of any conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.   
Empower. Automate. Elevate. Mitratech

©2024 Mitratech, Inc. All rights reserved.

Empower. Automate. Elevate. Mitratech

©2024 Mitratech, Inc. All rights reserved.