SLA and Support Policy Databricks

Master Cloud Services Agreement for Reltio Entity Resolution\

This Master Cloud Services Agreement (the “MCSA”) is entered into as of the Effective Date between Reltio, Inc. (“Reltio” or “we”) and Customer (as defined below) (“Customer”, “you,” or “your”) and forms part of the Agreement that governs Customer’s use of the Reltio Services. Unless otherwise indicated, capitalized terms have the meaning assigned to them in the Agreement.

If you are entering into this MCSA on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to this MCSA, in which case “Customer,” “you,” or “your” will refer to that entity (otherwise, such terms refer to you as an individual). If you do not have authority to bind your entity or do not agree with any provision of this MCSA, you must not accept this MCSA and may not use the Reltio Services. You acknowledge that no term in any order entered into via a reseller will be deemed to modify the Agreement unless pre-authorized in writing by Reltio.  

1. Definitions. Defined terms are set out below. Capitalized terms used but not defined in a Schedule or an Order will have the meaning assigned to them, if any, within this MCSA.  
   1. “Affiliate” of a party means an entity that controls, is actually or in effect controlled by, or is under common control with such party.
   2. “Agreement” means this MCSA, the Service Specific Terms, the referenced or attached Schedules and addenda, and any accompanying or future Order you enter into under this MCSA.
   3. “Authorized User” means employees or agents of Customer or its Affiliates (or other individuals or customers of the Customer solely to the extent explicitly permitted in an Order Form) selected by Customer to access and use the Reltio Services.
   4. “Beta Service” means any feature of the Reltio Services that is clearly designated as “beta”, “experimental”, “preview” or similar, that is provided prior to general commercial release, and that Reltio at its sole discretion offers to Customer, and Customer at its sole discretion elects to use.
   5. “Cloud Environment” means a cloud or other compute or storage infrastructure controlled by a party or by an external user (as may be defined where appropriate by schedule or amendment hereto) according to context and used under the Agreement.
   6. “Cloud Service Provider” means a cloud service provider on whose platform Reltio directly provides the Platform Services. For clarity, the Reltio Powered Services are not directly provided by Reltio and are not considered Platform Services under this Agreement.
   7. “Customer Data” means all data processed by Reltio on your behalf in the course of providing the Platform Services or Support Services.
   8. “Customer Materials” means the information and/or materials Customer or its Affiliates provides to Reltio for Reltio to perform the Advisory Services.
   9. “Documentation” means any software programs, tools, know-how, expertise, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, training materials, and any other materials of any kind used, created, developed, made available or delivered by Reltio or its personnel in connection with the Reltio Services, including such at https://docs.reltio.com.
   10. “Reltio Services” means (a) the Reltio data processing platform services (the “Platform Services”), (b) support services (“Support Services“), and (c) any other services provided by Reltio.
   11. “Effective Date” means the earliest of: the effective date of the initial Order that references this MCSA or the date of last signature of the MCSA.
   12. “Fees” means all amounts payable for Reltio Services.
   13. “Intellectual Property Rights” means all worldwide intellectual property rights available under applicable laws including without limitation rights with respect to patents, copyrights, moral rights, trademarks, trade secrets, know-how, and databases.
   14. “Order” means an order form (“Order Form”), online order (including the provisioning of any Reltio Services), Statement of Work (pursuant to an Order Form), or similar agreement for the provision of Reltio Services, entered into by the parties or any of their Affiliates, incorporated by reference into, and governed by, the Agreement. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
   15. “Security Policy” means the Platform Services Security Policy located at www.reltio.com/reltio-data-security-policy.
   16. “Support Terms” means the available Support Services plans, offerings, and related processes and terms located at www.reltio.com/sla-and-support-policy.
   17. “System” means any application, computing or storage device, or network.
   18. “Usage Data” means data and telemetry collected by Reltio relating to Customer’s use of the Platform Services. Usage Data may contain queries entered by an Authorized User but not the results of those queries.
   19. “Workspace” means a Platform Services environment.
2. Confidentiality. 
   1. Confidential Information. “Confidential Information” means any business or technical information disclosed by or on behalf of either party or their Affiliates to the other that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Without limiting the foregoing, all non-public elements of the Reltio Services are Reltio’ Confidential Information, Customer Data is Customer’s Confidential Information, and the terms of the Agreement and any information that either party conveys to the other party concerning data security measures, incidents, or findings constitute Confidential Information of both parties. Confidential Information will not include information that the receiving party can demonstrate (a) is or becomes publicly known through no fault of the receiving party, (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others or (d) was independently developed by the receiving party without use of or reference to the Confidential Information.
   2. Confidentiality. A receiving party will not use the disclosing party’s Confidential Information except as permitted under the Agreement or to enforce its rights under the Agreement and will not disclose such Confidential Information to any third party except to those of its employees, Affiliates and/or subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of the Agreement; provided that each such employee, Affiliate and/or subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 2.2 (Confidentiality). Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to those that the receiving party ordinarily uses with respect to its own Confidential Information of similar nature and in no event using less than a reasonable standard of care; provided, however, that a party may disclose such Confidential Information as required by applicable laws, subject to the party required to make such disclosure giving reasonable notice (if legally permitted to do so) to the other party to enable it to contest such order or requirement or limit the scope of such request. The provisions of this Section 2.2 (Confidentiality) will supersede any non-disclosure agreement by and between the parties (whether entered into before, on or after the Effective Date) and such agreement will have no further force or effect with respect to Customer Data.
   3. Equitable Relief. Each party acknowledges and agrees that the other party may be irreparably harmed in the event that such party breaches Section 2.2 (Confidentiality), and that monetary damages alone cannot fully compensate the non-breaching party for such harm. Accordingly, each party hereto hereby agrees that the non-breaching party will be entitled to seek injunctive relief to prevent or stop such breach, and to obtain specific enforcement thereof. Any such equitable remedies obtained will be in addition to, and not foreclose, any other remedies that may be available.
3. Intellectual Property. 
   1. Ownership by Reltio. Except for the limited licenses expressly set forth in the Agreement, Reltio retains all rights, title and interest in and to (i) the Reltio Services, Documentation, Deliverables, and any and all related and underlying technology and documentation (including but not limited to products, software tools, algorithms, know-how, processes, methodologies, databases, and architecture) created by or for, or licensed to Reltio; and (ii) any updates, upgrades, improvements, modifications, or derivative works of any of the foregoing ((i) and (ii) collectively the “Reltio Technology”), including all Intellectual Property Rights in any of the foregoing. You will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Reltio Technology as delivered to you. You agree that the Reltio Technology is provided on a non-exclusive basis and not sold, and that no transfer of ownership of Intellectual Property Rights will occur. You further acknowledge and agree that portions of the Reltio Technology, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of Reltio and its licensors.
   2. Ownership by Customer. As between you and Reltio, you retain all ownership or license rights in Customer Data.
   3. Usage Data. Notwithstanding anything to the contrary in the Agreement, Reltio may collect and use Usage Data to develop, improve, operate, and support its products and services. Reltio will not disclose any Usage Data to any third-parties unless (a) it is anonymized and aggregated such that it does not identify Customer or Customer Confidential Information; or (b) in accordance with Section 2 (Confidentiality) of this Agreement to perform the Reltio Services.
   4. Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Reltio Services (“Feedback”). If you choose to offer Feedback to Reltio, you hereby grant Reltio a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Reltio Services or otherwise use any Feedback Reltio receives from you solely to improve Reltio products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of Reltio any moral rights which you may have in such Feedback pursuant to applicable copyright law. Reltio acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
4. Use of the Platform Services. 
   1. Access to Platform Services. Reltio will make the Platform Services available to Customer and its Authorized Users in accordance with the terms and conditions of this Agreement, the Documentation, and an applicable Order solely for Customer’s or their Affiliate’s internal business purposes.
   2. Reltio Responsibilities. 
      1. Services. Reltio is responsible for (a) the operation of the Reltio Cloud Environment; and (b) the Reltio software used to operate the Platform Services.
      2. Security Measures. Reltio shall implement reasonable administrative, physical, and technical safeguards to protect the security of the Platform Services and the Customer Data as set forth in the Security Policy (“Security Measures”); and shall, without limiting the foregoing, maintain certification to ISO/IEC 27001:2013 or equivalent/greater standards during the term of this Agreement. While Reltio may update the Security Measures, it shall not materially diminish the effectiveness of the Security Measures.
   3. Customer Responsibilities.  
      1. General Responsibilities.  You acknowledge and agree that you are responsible for: 
         1. ensuring that each Authorized User has their own credentials, protecting those credentials, and not permitting any sharing of credentials;
         2. your Authorized User’s compliance with this Agreement;
         3. securing any Customer System;
         4. using commercially reasonable efforts to ensure that your Authorized Users review the portions of Documentation relevant to your use of the Platform Services and any security information published by Reltio and referenced therein that is designed to assist you in securing Customer Data;
         5. risks associated with all use of the Platform Services by an Authorized User under an Authorized User’s account (including for the payment of Fees related to such use), whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not (1) taken by Reltio or by a party acting under the direction of Reltio, or (2) an action by a third party that Reltio should reasonably have prevented. 
      2. Platform Services Use Limits. You will not, and will not permit your Authorized Users to: 
         1. use the Platform Services other than in accordance with the Documentation;
         2. copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Platform Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by the Agreement or by law;
         3. sell, resell, license, sublicense, distribute, rent, lease, or otherwise provide access to the Platform Services to any third party except to the extent explicitly authorized in writing by Reltio;
         4. use the Platform Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any Reltio Services;
         5. transfer or assign any of your rights hereunder except as permitted under Section 13.5 (Assignment); or
         6. during any free trial period granted by Reltio, including during the use of any Beta Service, use the Reltio Services for any purpose other than to evaluate whether to purchase the Reltio Services.
   4. Shared Responsibilities. Customer acknowledges that the Platform Services may be implemented in a manner that divides the Platform Services between the Customer Cloud Environment and the Reltio Cloud Environment, and that, in such instances, each party must undertake certain technical and organizational measures in order to protect the Platform Services and the Customer Data.
   5. Customer Data. 
      1. Limits on What Customer Data May Contain. You agree that you will not include in Customer Data any data for which you do not have all rights, power and authority necessary for its collection, use and processing as contemplated by the Agreement.
      2. PHI / Cardholder Data. You shall not include in Customer Data any protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented from time to time (“HIPAA”) or any cardholder data as defined under PCI-DSS (“Cardholder Data”) unless (a) you have entered into an Order permitting you to process PHI and/or Cardholder Data, as applicable; (b) you configure and operate the Platform Services in accordance with any applicable Documentation; and (c) in the case of PHI, you have entered into a Business Associate Agreement (“BAA”) with Reltio. Reltio will have no liability under the Agreement relating to PHI or Cardholder Data that is not processed in accordance with the terms of this Section notwithstanding anything in the Agreement or, as applicable, in HIPAA or in PCI-DSS or any other laws to the contrary.
   6. Architectures and Services Updates. Reltio provides the Platform Services according to different architectural models (e.g. models where computing resources are deployed into Customer Cloud Environment and models where computing resources are deployed into Reltio Cloud Environments) depending on the specific feature being used by Customer, as further described in the Documentation. Accordingly, Customer acknowledges and agrees that different portions of the Platform Services are and may in the future be subject to changes reflected in the Documentation or terms and conditions that provide for different rights and responsibilities of the parties for their use.  
   7. Data Protection. The terms of the DPA separately entered between you and Reltio, if applicable, are hereby incorporated by reference and shall apply to the processing of Personal Data as described in the DPA. Reltio does not act as a data processor with respect to any data processed by or within a Reltio Powered Service.
   8. Suspension and Termination of Platform Services. 
      1. Suspension. Reltio may temporarily suspend any or all Workspaces at any time: (i) immediately without notice if Reltio reasonably suspects that you have violated your obligations under Section 4.3 (Customer Responsibilities), Section 4.5 (Customer Data), or Section 12 (Compliance with Laws) in a manner that may cause material harm or material risk of harm to Reltio or to any other party; or (ii) if you (or any third party responsible for making payment on your behalf) fail to pay undisputed Fees after receiving notice that you are delinquent in payment.
      2. Termination. If the Agreement is terminated for any reason, as to all Orders or as to any specific Order, Reltio may cancel your access to the Platform Services under the terminated Order(s) including all related Workspaces. Upon termination of the Agreement for any reason you will delete all stored elements of the Platform Services from your Systems.
      3. Deletion of Customer Data upon Cancellation of Workspace Access. Reltio will automatically delete all Customer Data contained within a Workspace within thirty (30) days following the cancellation of Customer’s right to access such Workspace.
      4. Notice. Notwithstanding Section 13.6 (Notice), notice under this Section 4.8 (Suspension and Termination of Platform Services) may be provided by email sent to a person the party providing notice reasonably believes to have responsibility for the other party’s activities under the Agreement.
5. Support Services. Reltio will provide you with the level or type of Support Services specified in an Order in accordance with the Support Terms. If Support Services are not specified in an Order, your support shall be limited to public Documentation.
6. Warranties; Remedy. 
   1. Warranties. Each party warrants that it is validly entering into the Agreement and has the legal authority to do so. In addition to the warranties provided by the parties as set forth in any applicable Schedule, Reltio warrants that: (1) during the term of any Order for Platform Services: (a) the Platform Services will function substantially in accordance with the Documentation; and (b) Reltio will employ commercially reasonable efforts in accordance with industry standards to prevent the transmission of malware or malicious code via the Platform Services; and (2) Advisory Services will be provided in a professional and workmanlike manner consistent with industry standards. For Advisory Services this warranty will not apply unless Customer provides written notice of a claim within ninety (90) days from performance of the deficient Advisory Services.
   2. Disclaimer. THE WARRANTIES PROVIDED BY RELTIO IN SECTION 6.1 (WARRANTIES) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING RELTIO, RELTIO SERVICES, AND DELIVERABLES PROVIDED HEREUNDER. RELTIO AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (a) ANY SERVICES PROVIDED UNDER ANY FREE TRIAL PERIOD ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND; (b) WITHOUT LIMITATION, RELTIO DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE RELTIO SERVICES OR DELIVERABLES; AND (c), RELTIO IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE RELTIO SERVICES OR DELIVERABLES, OR FOR CONCLUSIONS DRAWN FROM SUCH USE. FURTHER, RELTIO EXPRESSLY DISCLAIMS ANY OBLIGATION TO SUPPORT, MAINTAIN, OR UPDATE ANY DELIVERABLE AFTER THE TERMINATION OR EXPIRY OF THE ORDER, UNLESS THE PARTIES EXPLICITLY AGREE OTHERWISE IN THE APPLICABLE ORDER.
   3. Warranty Remedy. FOR ANY BREACH OF THE WARRANTIES RELATED TO THE PLATFORM SERVICES OR ADVISORY SERVICES PROVIDED BY RELTIO IN SECTION 6.1 (WARRANTIES), YOUR EXCLUSIVE REMEDY AND RELTIO’ ENTIRE LIABILITY WILL BE: (1) FOR PLATFORM SERVICES, THE MATERIAL CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, (2) FOR ADVISORY SERVICES, THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, (3) IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, RELTIO WILL END THE DEFICIENT SERVICES AND REFUND TO YOU THE PORTION OF ANY PREPAID FEES PAID BY YOU TO RELTIO APPLICABLE TO THE PERIOD FOLLOWING (A) THE EFFECTIVE DATE OF TERMINATION (FOR PLATFORM SERVICES) OR (B) THE COMMENCEMENT OF THE DEFICIENCY (FOR ADVISORY SERVICES).
7. Indemnification.  
   1. Indemnification by Reltio. Subject to Section 7.5 (Conditions of Indemnification), Reltio will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party (a “Claim Against Customer”) to the extent that it alleges that the Reltio Services as provided to Customer by Reltio, or Customer’s use of the Reltio Services in accordance with the Documentation and the Agreement, infringes or misappropriates such third party’s Intellectual Property Rights (an “IP Claim”), and will indemnify Customer from and against any damages, attorney fees and costs finally awarded against Customer to the extent they are based upon such Claim Against Customer, or for amounts paid by Customer under a settlement approved in writing by Reltio resulting from such Claim Against Customer. Notwithstanding the foregoing, Reltio will have no liability for any infringement or misappropriation claim of any kind if such claim arises from: (a) the combination, operation or use of the Reltio Services with equipment, devices, software or data (including without limitation your Confidential Information) not supplied by Reltio if a claim would not have occurred but for such combination, operation or use; (b) your or an Authorized User’s use of the Reltio Services other than in accordance with the Documentation and the Agreement; or (c) a breach by you or an Authorized User of an obligation otherwise provided under this Agreement or applicable law..
   2. Other Remedies. If Reltio receives information about an infringement or misappropriation claim related to a Reltio Service or otherwise becomes aware of a claim that the provision of any of the Reltio Services is unlawful in a particular territory, then Reltio may at its sole option and expense: (a) replace or modify the applicable Reltio Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Reltio Services under the terms of the Agreement; or (c) if Reltio is unable to accomplish either (a) or (b) despite using its reasonable efforts, terminate your rights and Reltio’ obligations under the Agreement with respect to such Reltio Services and refund to you any Fees prepaid by you to Reltio for Reltio Services not yet provided.
   3. Indemnification by Customer. Subject to Section 7.5 (Conditions of Indemnification), Customer will defend Reltio against any claim, demand, suit or proceeding made or brought against Reltio by a third party (a “Claim Against Reltio”) (a) arising from or related to Customer’s use of the Reltio Services in violation of any applicable laws, the rights of a third party, or the Agreement, (b) arising from or related to Customer Data or its use with the Reltio Services, (c) to the extent that it alleges that any Customer Materials, or the use of Customer Materials with the Reltio Services, infringes or misappropriates such third party’s Intellectual Property Rights, and / or (d) arising from any instructions provided by Customer to Reltio in the creation by Reltio of the Deliverables (each (a)-(d) a “Data Claim”), and will indemnify Reltio from and against any damages, attorney fees and costs finally awarded against Reltio to the extent they are based upon, or for amounts paid by Reltio under a settlement approved by Customer in writing of, a Claim Against Reltio.
   4. Sole Remedy. SUBJECT TO SECTION 7.5 (CONDITIONS OF INDEMNIFICATION) BELOW, THE FOREGOING SECTIONS 7.1 (INDEMNIFICATION BY RELTIO) AND 7.2 (OTHER REMEDIES) STATE THE ENTIRE OBLIGATION OF RELTIO AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE RELTIO SERVICES.
   5. Conditions of Indemnification. As a condition to an indemnifying party’s (each, an “Indemnitor”) obligations under this Section 8 (Indemnification), a party seeking indemnification (each, an ”Indemnitee”) will: (a) promptly notify the Indemnitor of the claim for which the Indemnitee is seeking indemnification (but late notice will relieve Indemnitor of its obligation to indemnify only to the extent that it has been prejudiced by the delay); (b) grant the Indemnitor sole control of the defense (including selection of counsel) and settlement of the claim; (c) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim; and (d) preserve and will not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitor will not settle any claim in a manner that does not fully discharge the claim against an Indemnitee or that imposes any obligation on, or restricts any right of, an Indemnitee without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. An Indemnitee has the right to retain counsel, at the Indemnitee’s expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor’s prior written consent.
8. Limitation of Liability. 
   1. “Excluded Claims” means claims arising from (a) personal injury or death caused by the negligence of a party, its employees or agents; (b) fraud or fraudulent misrepresentation; (c) a party’s payment obligations under this Agreement; (d) Reltio’ indemnification obligations for an IP Claim; (e) Customer’s indemnification obligations for a Data Claim; (f) infringement by a party of the other party’s Intellectual Property Rights or (g) any other liability that cannot be excluded or limited by applicable laws.
   2. NOTHING IN THIS AGREEMENT WILL LIMIT EITHER PARTY’S LIABILITY FOR EXCLUDED CLAIMS.
   3. SUBJECT TO SECTION 8.2: 
      1. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER PARTY WILL HAVE ANY LIABILITY FOR: (i) LOST PROFITS OR REVENUE; (ii) LOSS OF GOODWILL; (iii) LOSS OR CORRUPTION OF DATA; (iv) LOSS ARISING FROM INACCURATE OR UNEXPECTED RESULTS ARISING FROM THE USE OF THE RELTIO SERVICES; OR (v) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
      2. SUBJECT TO SUB-SECTION (c) BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE RELTIO SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (THE “GENERAL CAP”). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
      3. RELTIO’ AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF AN UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA RESULTING FROM RELTIO’ BREACH OF (i) ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 2.2 (CONFIDENTIALITY) OR (ii) WITH RESPECT TO THE PROVISION BY RELTIO OF THE PLATFORM SERVICES (IF APPLICABLE), RELTIO’ DATA PROTECTION AND SECURITY OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE DPA, EXCEPT TO THE EXTENT SUCH CLAIMS OR DAMAGES ARE CAUSED BY RELTIO’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL BE LIMITED TO TWO (2) TIMES THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE RELTIO SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (“SUPERCAP”).
   4. IN NO EVENT SHALL RELTIO BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL CAP AND THE SUPERCAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF THERE ARE ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE SUPERCAP.
   5. NOTWITHSTANDING ANYTHING IN THIS SECTION 9 TO THE CONTRARY AND SO FAR AS PERMITTED BY LAW, RELTIO’ LIABILITY RELATING TO BETA SERVICES OR ANY RELTIO SERVICES PROVIDED FREE OF CHARGE, INCLUDING ANY RELTIO SERVICES PROVIDED DURING A FREE TRIAL PERIOD, WILL BE LIMITED TO FIVE THOUSAND US DOLLARS (USD $5,000).
9. Term 
   1. Term of Agreement. The Agreement will become effective on the Effective Date and will continue in full force and effect until terminated by either party pursuant to this Section 9 (“Term”). The Agreement, including your use of the Platform Services and any Workspaces and any applicable Order, may be terminated (i) by either party on thirty (30) days’ prior written notice if (a) there are no operative Orders outstanding or (b) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period; or (ii) by Reltio upon thirty (30) days’ prior written notice following your receipt of a notice that you are delinquent in the payment of undisputed Fees. If the Agreement terminates pursuant to the prior sentence due to Reltio’ material breach, Reltio will refund to you that portion of any prepayments made to Reltio related to Reltio Services not yet provided. Either party can immediately terminate the Agreement if the other becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver, examiner, or administrator of its undertaking of the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, examinership, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 30 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to conduct business or threatens to do so.
   2. Term of Orders. An Order may specify the effective duration of the Reltio Services purchased under such Order.
   3. Survival. All provisions of the Agreement that by their nature should survive termination will so survive.
10. Payment. Unless your usage of the Reltio Services is being paid for by a third party under contract with Reltio, you will pay all Fees specified in the applicable Order. With respect to direct Orders, except as otherwise specified in such Order(s): (a) all Fees owed to Reltio will be paid in U.S. Dollars; (b) invoiced payments will be due within 30 days of the date of your receipt of each invoice; (c) Fees for all prepaid committed Reltio Services will be invoiced in full upon execution of the applicable Order; and (d) all excess Platform Services usage (and related Support Services, if any) will be invoiced monthly in arrears. To the extent that you enter into an order with a reseller or accept an Order via a Cloud Service Provider’s marketplace, your payment terms will be as you separately arrange with such third party, provided that should you fail to pay Fees when due to a Reltio-authorized reseller or through the nominated Cloud Service Provider, Reltio may seek payment directly from you. All past due payments, except to the extent reasonably disputed, will accrue interest at the highest rate allowed under applicable laws but in no event more than one and one-half percent (1.5%) per month. You will be solely responsible for payment of any applicable sales, value added or use taxes, or similar government fees or taxes. All amounts due under this Agreement or any Order shall be paid in full (which shall include, as relevant, payments to Reltio, a Cloud Service Provider, or Reltio-authorized reseller) without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. Compliance with Laws. 
    1. By Reltio Generally. Reltio will provide the Reltio Services in accordance with its obligations under laws and government regulations applicable to Reltio’ provision of the Reltio Services to its customers generally, including, without limitation those related to data protection and data privacy, irrespective of Customer’s particular use of the services.
    2. By Customer Generally. You shall use the Reltio Services in compliance with all applicable laws and government regulations, including without limitation those related to data protection and data privacy.
    3. Export Controls; Trade Sanctions. The Reltio Services may be subject to export controls and trade sanctions administered or enforced by the United States and other jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls and trade sanctions laws, regulations and/or any other relevant restrictions in Customer’s use of the Reltio Services, including that you will not permit access to or use of any Reltio Services in any country where such access or use is subject to a trade embargo or prohibition, and that you will not use Reltio Services in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Each party further represents that it (and with respect to Customer, each Authorized User and / or Affiliate accessing the Reltio Services) is not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).
12. General. 
    1. Governing Law and Venue. The governing law and exclusive venue applicable to any lawsuit or other dispute arising in connection with the Agreement will be determined by the location of Customer’s principal place of business (“Domicile”), as follows: 

1. The parties hereby irrevocably consent to the personal jurisdiction and venue of the courts in the venues shown above. Unless prohibited by governing law or venue, each party irrevocably agrees to waive jury trial. In all cases, the application of law will be without regard to, or application of, conflict of law rules or principles, and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
2. Insurance Coverage. Reltio will maintain commercially appropriate insurance coverage given the nature of the Reltio Services and Reltio’ obligations under the Agreement. Such insurance will be in an industry standard form with licensed insurance carriers with A.M. Best ratings of A-IX or better, and will include commercially appropriate cyber liability insurance coverage. Upon request, Reltio will provide Customer with certificates of insurance evidencing such coverage.
3. Entire Agreement, Construction, Amendment and Execution. The Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Customer acknowledges that, in entering this Agreement, it has not relied on any statement, warranty, representation or other promise of any nature not contained in this Agreement. Reltio may change and update the Platform Services, in which case Reltio may update the Documentation. To the extent there is a conflict or inconsistency among provisions of the following documents, the order of precedence shall be as follows: (a) the applicable Order, (b) the Service Specific Terms, and (c) this MCSA. Customer’s Affiliates may receive the Reltio Services under this Agreement as Authorized Users. Alternatively, where a Customer Affiliate wishes to execute its own Order subject to the terms of this Agreement then Customer agrees to remain jointly and severally liable for such use. If any provision of the Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. The headings in the Agreement are solely for convenience and will not be taken into consideration in interpretation of the Agreement. Any translation of the Agreement or an Order that is provided as a courtesy shall not be legally binding and the English language version will always prevail. Each party acknowledges and agrees that it has adequate sophistication, including legal representation, fully to review and understand the Agreement; therefore, in interpretation of the Agreement with respect to any drafting ambiguities that may be identified or alleged, no presumption will be given in favor of the non-drafting party. Except as set out elsewhere in this Agreement, any variation or waiver of this Agreement must be expressly agreed in writing signed by both parties. Without limiting the foregoing, no Customer purchase order, onboarding forms, terms of business or other documentation will be deemed to modify an Order or the Agreement unless expressly pre-authorized in writing by Reltio. The Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument. A party’s electronic signature or transmission of any document by electronic means will be deemed to bind such party as if signed and transmitted in physical form.
4. Assignment. No assignment, novation or transfer of a party’s rights and obligations under the Agreement (“Assignment”) is permitted except with the prior written approval of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may freely make an Assignment to a successor in interest upon a change of control. If such Assignment, upon change of control, is a) to a direct competitor of the other party or b) would cause the other party to become in violation of applicable laws that is not reasonably addressable, such other party may terminate the Agreement upon written notice.
5. Notice. Any required notice under the Agreement will be deemed given when received by letter delivered by nationally recognized overnight delivery service or recorded prepaid mail. Unless notified in writing of a change of address, you will send any required notice to Reltio, Inc., 100 Marine Parkway, Suite 275, Redwood City, CA  USA, attention: Legal Department, or to the alternative Reltio Affiliate (if any) identified in an applicable Order, and Reltio will send any required notice to you directed to the most recent address you have provided to Reltio for such notice. Save in respect of any notices pertaining to litigation, breach of the Agreement or material breach, the Customer may also send notices to Reltio legal department at legal@Reltio.com and Reltio may also send notices to Customer by using the last primary contact email.
6. Force Majeure. Neither party will be liable for a delay or failure to perform this Agreement, due to and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including without limitation the following force majeure events (“Force Majeure Event(s)“): (a) acts of God, (b) acts of government, including any changes in law or regulations, (c) acts or omissions of third parties, (d) flood, fire, earthquakes, civil unrest, wars, acts of terror, pandemics, or strikes or other actions taken by labor organizations, (e) computer, telecommunications, the Internet, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within the Impacted Party’s possession or reasonable control, (f) network intrusions or denial of service attacks, or (g) any other cause, whether similar or dissimilar to any of the foregoing, that is beyond the Impacted Party’s reasonable control. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery or business continuity procedures or either party’s payment obligations (unless that is prevented by a Force Majeure Event).