This Hosted Solutions Amendment to the Trifacta Terms and Conditions dated [ ] (the “Agreement”) between ____________ (“Customer”) and Trifacta Inc. (“Trifacta”) is entered into as of ______, 202_ (“Hosted Solutions Amendment Effective Date”).
- As of the Hosted Solutions Amendment Effective Date, Customer may use any licenses to the Trifacta Software it has purchased under the Agreement during the Term specified on a Trifacta Order Form (a) on Customer systems which may include any hosted environment under Customer’s control; and/or (b) as part of a hosted solution operated by Trifacta through Google Marketplace or on another hosted platform as specified in a Trifacta Order Form (the “Trifacta Hosted Solution”). Customer’s use of the Trifacta Software on Customer systems and on the Trifacta Hosted Solution may not, in the aggregate exceed the scope of the licenses Customer has purchased under the Agreement.
- Hosted Solution Terms
- Customer shall not, and shall not authorize any third party to: (a) rent, transfer, distribute, sublicense, use or duplicate or use for the benefit of any third party (including Customer’s customers) the Trifacta Software or the Trifacta Hosted Solution, or any portion thereof, except as expressly authorized in this Hosted Solutions Amendment; (b) modify, translate, or prepare derivative works based upon the Trifacta Software or the Trifacta Hosted Solution; (c) disclose any performance testing results relating to the Trifacta Hosted Solution without Trifacta’s prior written consent; (d) alter, remove, or obscure any copyright, trademark, or other proprietary notices on or in the Trifacta Hosted Solution or the Trifacta Software; and/or (e) use the Trifacta Hosted Solution to store or transmit infringing, harmful, malicious, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights.
- Customer shall (a) be responsible and liable for any action or inaction of Customer’s users which is in violation of this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of any Customer Data and of the means by which Customer acquires, uploads, transmits and processes the Customer Data for use on the Trifacta Hosted Solution, (c) prevent unauthorized access to or use of the Trifacta Hosted Solution, and notify Trifacta promptly of any unauthorized access or use of which it becomes aware; (d) make any disclosures to and obtain any consents required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer Data in or for the Trifacta Hosted Solution or as otherwise contemplated by this Hosted Solutions Amendment; (e) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Trifacta Hosted Solution; and (f) comply with Trifacta’s Acceptable Use Policy located at https://www.alteryx.com/acceptable-use-policy/ (the “AUP”). Trifacta acknowledges that Customer may provide Customer Data to Trifacta through Customer’s use of the Trifacta Hosted Solution.
- Trifacta may receive notices from third parties (“Reporters”) regarding Customer Data or Customer’s use of the Trifacta Hosted Solution (“Reports”). Trifacta will forward all Reports directly to Customer. Customer acknowledges that it will indemnify and hold Trifacta harmless from any failure of Customer to address the Report within five (5) business days of Trifacta’s forwarding of the report to Customer. Without limiting that obligation, Trifacta may, but is not required to take actions it deems appropriate in its sole discretion to resolve any Report.
- The provisions of Section 5.1 of the Agreement shall not apply to the Trifacta Hosted Solution. During the Term the Trifacta Hosted Solution will materially perform in accordance with the Documentation at the Service Level Availability found at https://www.alteryx.com/hostedSLA/ (the “SLA”). Trifacta’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding SLA will be for Trifacta to provide the Service Credits as set forth in the SLA. The SLA in this Section 2(d) does not cover non-conformances due to: (a) any modification, reconfiguration or maintenance of the Trifacta Hosted Solution performed by anyone other than Trifacta; (b) any use of the Trifacta Hosted Solution with a system that does not meet Trifacta’s minimum standards; or (c) any network, software or hardware not provided by Trifacta. Trifacta shall be responsible under this Section 2(d) only if Customer provides Trifacta with a written claim detailing the non-conformance in the Trifacta Hosted Solution within thirty (30) days of the non-conformance.
- This Hosted Solutions Amendment is intended to modify the Agreement only to the extent expressly set forth herein, and no modifications, changes, or waivers of the Agreement shall be found or implied except as expressly set forth herein. Any terms not defined herein will have the meanings set forth in the Agreement.