Master Services Agreement

1. Scope of Agreement.

This Agreement consists of the terms and conditions set forth below, any incorporated policies or exhibits, andany Orders.

2. Overview.

Tabsdata provides a proprietary data integration middleware that is deployed as Software entirely within Customer’s computers, servers, hardware or other systems controlled by, or operated for the benefit of,Customer (“Customer Systems”) and which is subsequently administered and orchestrated by Customer(“Product”). Software means the Tabsdata proprietary software products including any related development kits,Documentation, and any Maintenance Releases of the same Software product provided to Customer under thisAgreement.

3. Tabsdata Product.

3.1 Use of Product.

During the Subscription Term, Customer may use the Products only for its internal purposes in accordance with the Documentation, this Agreement, and the Scope of Use.

1. Installation of Products. Customer may install and use object code form of the Software on Customer Systems in connection with its authorized use of the Product.
2. Restrictions. As a condition of the rights granted to Customer, Customer will not (and will not permit anyone else to) do any of the following: (i) provide access to, distribute, sell or sublicense any Product to a third party (other than Users), (ii) use the Product on behalf of, or to provide any Product or service to, third parties, (iii) use any Product to develop a similar or competing product or service, (iv) reverse engineer, decompile, disassemble, or seek to access the source code, underlying ideas, algorithms, file formations to any product, except to the extent expressly permitted by applicable law (and then only with prior notice to Tabsdata), (v) modify or create derivative works of any Product or copy any element of any Product (other than as authorized under this Agreement), (vi) remove or obscure any proprietary notices in any Product, or (vii) publish benchmarks or performance information about any Product.
3. Scope of Use. Pursuant to the applicable Order, Company may enforce limits on Customer’s use of the Product (“Scope of Use”), and Customer hereby acknowledges and agrees that it is bound by such limitations and shall not attempt to circumvent or otherwise a avoid those limitations (each instance an “Exceeded Use Event”). Where Tabsdata establishes that an Exceeded Use Event occurred, Customer shall be responsible for the payment of any fees associated with such usage within thirty (30) days of such notice from Company. Where Customer fails to pay any associated fees, Company may suspend orotherwise terminate the provision of the Product to Customer during any such delinquency.
4. Developer License. Where an individual (whether employed, contracted or otherwise) uses the Product in a technical capacity, including software development, programming, integration, testing, or other technical tasks related to the Product (a “Developer”), Tabsdata grants the Developer a non-exclusive, non-transferable, and revocable license to access and use the Product for the sole purpose of development, testing, and integration activities (“Developer License”). The Developer License is distinct and separate from any customer or commercial license and is provided at no charge, and any usage under the Developer License shall survive the termination of this Agreement. By using Products under the Developer License, Developer acknowledges and agrees that, where said Developer is acting on behalf of any organization they are employed by, contracted with, or represent as an agent (“Organization”), said Organization will be bound by all terms and conditions of this Developer license, including limitations, disclaimers, and indemnification provisions, and that any use by the Developer on behalf of the Organization is subject to this Developer License. Further, Developer acknowledges and agrees that any such usage under a Developer License: (i) shall have no access to any support, maintenance, updates, enhancements, or other services, and Tabsdata is under no obligation to provide any technical assistance, bug fixes, or other support in connection with the use of Products by Developer under this Developer License, but Developer may engage with a broader Developer community through forums, a community, or other platform(s) made available by Tabsdata from time-to-time and at Tabsdata’s sole discretion (“Community Forum”); (ii) the Product under the Developer License is provided “AS IS” and “WITH ALL FAULTS”, without any warranties, representations or guarantees, either express or implied, including to warranties or merchantability, fitness for a particular purpose, or non-infringement and Developer’s use of the Product under the Developer License is at Developer’s own risk; (iii) Tabsdata is not liable for any damages, losses, or expenses (including direct, indirect, incidental, consequential, or punitive damages) arising out of or related to the use or inability to use the Product, including any defects, interruptions, or errors in the product, regardless of the form of action, whether in contract, tort (including negligence), or otherwise. Further, Developer agrees to indemnify, defend, and hold harmless Tabsdata and its licensors from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys’ fees), and costs (collectively, “Losses”), arising out of or in connection with the Developer’s use of the Product, including any defects, errors, security breaches, or other issues arising from the Product.
5. Open Source Versions. While Tabsdata may separately make available software under open source licenses, any Software provided under this Agreement, including the Developer License in Section 3(d), is governed solely by the terms of this Agreement and not the terms of any open source license.
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3.2 SLA and Support.

During the Subscription Term, the Product will be subject to the SLA and Support Policy contained in Exhibit A, hereby incorporated into this Agreement by reference.
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3.3 Data Protection.

Parties shall comply with the Data Protection Addendum contained in Exhibit B, hereby incorporated into this Agreement by reference.
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3.4 Security.

1. Security of Product. Tabsdata shall use reasonable technical and organizational measures to deliver the Product in a secure form, free from known critical vulnerabilities or malware at the time of delivery.
2. Customer’s Data Security. Customer acknowledges and agrees that security of any data processed or stored by the Product is its sole responsibility. Further, Customer is solely responsible for managing data encryption, backups, and access controls to safeguard any data within the Product.
3. Incident Notification and Security Updates and Patches. Tabsdata will notify Customer of any necessary security patches or updates related to the Product as they become available, but implementation of any such patches or updates is entirely the Customer’s responsibility. In the event Customer identifies any vulnerabilities related to the Product, Customer will notify Tabsdata promptly for investigation and resolution.
4. Customer’s Security Indemnification Obligations. Without limiting any other provision of this Agreement, Customer hereby agrees to defend, indemnify, and hold harmless Tabsdata and its licensors from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorney’s fees), and costs (collectively, “Losses”) arising out of or in connection with any data breach, security incident, or unauthorized access to Customer’s systems, networks, or data resulting directly or indirectly from Customer’s failure to implement or maintain reasonable and appropriate security measures, practices, or controls as required under applicable law and industry standards.

4. Customer Obligations

4.1 Generally.

Customer shall comply with all applicable laws in using the Product and, further, Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to grant the Company the rights under this Agreement, including, without limitation, the rights to use, distribute, and process any data or third-party software incorporated into Customer Systems. Customer further represents and warrants that its use of the Product and any data will not violate or infringe any applicable law, third-party rights (including intellectual property, publicity or privacy rights), or any contractual obligations or privacy policies.

4.2 High Risk Activities.

Customer agrees that it will not use the Product for any activities where failure of the Product could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control (“High Risk Activities”).

5. Commercial Terms

5.1 Subscription Term.

Parties may enter one or more Orders that specify Customer’s use of the Product, each of which shall reference this Agreement. The individual Order(s) shall identify a Subscription Term, which is the term for Customer’s use of the Product as defined in the applicable Order. The term of this Agreement shall begin on the Effective Date and continue until the expiration of all Subscription Terms. For the avoidance of doubt, with thirty (30) days’ notice, Tabsdata may terminate this Agreement and the provision of the Product at its own discretion. If Company exercises its discretion reserved in the previous sentence of this Section 5, Company shall refund to Customer any prepaid but unused fees prorated as of the date of termination.

5.2 Fees and Taxes.

Fees are described in each Order. Unless the Order provides otherwise, all fees and expenses are due within thirty (30) days of the invoice date, and late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All fees and expenses are non-refundable except as set out in Section 8.2 (Warranty Remedy), Section 12 (Indemnification), and Section 17 (Modifications). Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, in any jurisdiction (“Taxes’) other than Tabsdata’s income tax. Fees are exclusive of Taxes.

6. Suspension

Tabsdata may suspend Customer’s access to Products and related services if Customer breaches Section 3.1(b) (Restrictions) or Section 4 (Customer Obligations) or if Customer’s account is thirty (30) days or more overdue. Where practicable, Tabsdata will use reasonable efforts to provide Customer with prior notice of the suspension and, where permitted by Tabsdata, an opportunity to cure prior to the effect of any such suspension. Tabsdata will restore Customer’s access promptly once Customer has resolved the issue resulting in suspension.

7. Third-Party Platforms

Customer may choose to use the Products with a platform, add-on, service or product not provided by Tabsdata and Customer elects to integrate or enable for use with any Product (collectively, “Third-Party Platforms”). Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement and may enable data exchange between the Products and such Third-Party Platforms. Tabsdata does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use data received from the Products.

8. Warranties and Disclaimers

8.1 Limited Warranty.

Tabsdata warrants to Customer that each Product will perform materially as described in the Documentation and, while Tabsdata may update the Products and their features, Tabsdata will not materially decrease the overall functionality of any Product during a Subscription Term. Tabsdata does not warrant that Customer’s use of the Products will be uninterrupted or error-free or that any security mechanisms implemented by the Products will not have inherent limitations.

8.2 Warranty Remedy.

If Tabsdata breaches section 8.1 (Limited Warranty) and Customer makes a reasonably detailed warranty claim within thirty (30) days of discovering the issue, then Tabsdata will use reasonable efforts to correct the non- conformity. If Tabsdata cannot do so within thirty (30) days of Customer’s warranty claim, either party may terminate the affected Order as related to the non-conforming Products. Tabsdata will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer’s exclusive remedy and Tabsdata’s entire liability for breach of the warranty in Section 8.1. This warranty does not apply to (i) issues caused by misuse or unauthorized modifications, (ii) issues in or caused by third-party systems, or (iii) Free Usages or other free or evaluation use.

8.3 Disclaimers.

Except as expressly provided in Section 8.1 (Limited Warranty), the Products, Support, and all related Tabsdata services are provided “AS IS”, and “WITH ALL FAULTS”. Tabsdata and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement.

Tabsdata is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside of Tabsdata’s control. Customer is solely responsible for its own data handling policies. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

9. Term and Termination

9.1 Term.

This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

9.2 Termination.

Either party may terminate this Agreement (including all Orders) if the other party (i) fails to cure a material breach of this Agreement (including a failure to pay fees) within thirty (30) days after notice, (ii) ceases operation without a successor or (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.

9.3 Effect of Termination.

Upon expiration or termination of this Agreement or an Order, (i) Customer’s right to use the Products will terminate and (ii) Customer will immediately cease any and all use of and access to the Products. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information.

9.4 Survival.

These Sections survive expiration or termination of this Agreement: 3.1(b) (Restrictions), 3.1(d) (Developer License), 4 (Customer Obligations), 5.2 (Fees and Taxes), 8 (Warranties and Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Required Disclosures), 15 (General Terms).

10. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Between the parties, Customer retails all intellectual property and other rights in Customer’s data and any Customer Materials provided to Tabsdata. Except for Customer’s use rights in this Agreement, Tabsdata and its licensors retain all intellection property and other rights in the Products and related services, templates, formats and dashboards, including any modifications or improvements to these items by Tabsdata. “Customer Materials” means materials, systems and other resources that Customer provides to Tabsdata in connection with the Products and related services. Tabsdata may generate and use Usage Data to operate, improve, analyze and support the Products and for other lawful business purposes. Usage Data may be collected through Tabsdata Products or third-party provider tools internally through the Products. If Customer provides Tabsdata with feedback or suggestions regarding any Products or other Tabsdata offerings, Tabsdata may use the feedback or suggestions without restriction. If Customer (or Developer, as applicable) submits any feedback, comments, suggestion or ideas to Tabsdata via any Community Forum, Customer (or Developer) hereby grants Tabsdata a worldwide, royalty-free, irrevocable perpetual, and fully sublicensable right to use, display, modify, distribute, and incorporate any such feedback into Products, services or marketing materials, and Customer (or Developer) further acknowledges that any such feedback is non-confidential.

11. Limitations on Liability

11.1 Consequential Damages Waiver.

Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

11.2 Liability Cap.

Except for Excluded Claims and to the fullest extent permitted by law, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Tabsdata during the prior twelve (12) months under this Agreement.

11.3 Excluded Claims.

“Excluded Claims” means (i) Customer’s breach of Sections 3.1(b) (Restrictions) or 4 (Customer Obligations), (ii) amounts payable to third parties under Tabsdata’s indemnity obligations in Section 12 (Indemnification, or (iii) those amounts which, by law, may not be limited.

11.4 Nature of Claims and Failure of Essential Purpose.

The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

12. Indemnification

Tabsdata will defend Customer from and against any third-party claim to the extent alleging that a Product, when used by Customer as authorized in this Agreement, infringes a third-party’s U.S. patent, copyright, or trademark, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Tabsdata resulting from the claim. Tabsdata’s obligations in this Section 12 are subject to receiving: (i) prompt notice of the claim, (ii) the exclusive right to control and direct the investigation, defense and settlement of the claim, and (iii) all reasonably necessary cooperation of the Customer, at Tabsdata’s expense for reasonable out-of-pocket costs. Tabsdata may not settle any claim without Customer’s prior consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products). Customer may participate in a claim with its own counsel at its own expense. In response to an actual or potential infringement claim, if required by settlement or injunction or as Tabsdata determines necessary to avoid material liability, Tabsdata may at its option: (a) procure rights for Customer’s continued use of the Product, (b) replace or modify the allegedly infringing potion of the Product to avoid infringement without reducing the Product’s overall functionality, or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the termination portion of the applicable Subscription Term. Tabsdata’s obligations in this Section 12 do not apply (A) to infringement resulting from Customer modification of the product or use of the Product in combination with items not provided by Tabsdata, (B) to infringement resulting from use of a non-supported version of the Product, (C) to unauthorized use of the Product, (D) if Customer settles or makes any admissions about a claim without Tabsdata’s prior consent, or (E) to Trials and Betas or other free or evaluation use. This Section 12 sets out Customer’s exclusive remedy and Tabsdata’s entire liability regarding infringement of third-party intellectual property rights.

13. Confidentiality

13.1 Definition.

“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Tabsdata’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about any Product.

13.2 Obligations.

As receiving party, each party will (i) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement and (ii) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Tabsdata, the subcontractors referenced in Section 18.8), provided it remains responsible for their compliance with this Section 13, and they are bound to confidentiality obligations no less protective than this Section 13.

13.3 Exclusions.

These confidentiality obligations do not apply to information that the receiving party can document (i) is or becomes public knowledge through no fault of the receiving party, (ii) it rightfully knew or possessed prior to receipt under this Agreement, (iii) it rightfully received from a third party without breach of confidentiality obligations or (iv) it independently developed without using the disclosing party’s Confidential Information.

13.4 Remedies.

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13.

14. Required Disclosures

Nothing in this Agreement prohibits either party from making disclosures, including of Confidential Information, if required by applicable law, subpoena or court order, provided (if permitted by applicable law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

15. Use of Pre-Release Software

If Customer receives access to any Product or Product features on a pre-release basis, or as an alpha, beta or early access offering (collectively, “Pre-Release Software Usages”), use is permitted only for Customer’s internal evaluation (unless otherwise agreed to in writing by Tabsdata) during the period designated by Tabsdata (or if not designated, thirty (30) days). Pre-Release Software Usages are optional and either party may terminate such usages at any time for any reason. Pre-Release Software Usages may be inoperable, incomplete or include features that Tabsdata may never release, and their features and performance information are Tabsdata’s Confidential Information. Notwithstanding anything else in this Agreement, Tabsdata provides no warranty, indemnification, SLA or support for Pre-Release Software Usages and Tabsdata shall have no liability with respect to such usages by Customer.

16. Publicity

Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, Tabsdata may include Customer and its trademarks in Tabsdata’s customer lists and promotional materials but will cease further use at Customer’s written request.

17. Modifications

17.1 Modifications to Agreement.

Tabsdata may modify this Agreement (which may include changes to Product pricing and plans) from time to time by giving notice to Customer by email or through the Product. Unless a shorter prior is specified by Tabsdata (e.g., due to changes in the law or exigent circumstances), modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If Tabsdata specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies Tabsdata by email at support@tabsdata.com of its objection to the modifications within thirty (30) days after the date of such notice, Tabsdata (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (ii) allow Customer to terminate this Agreement and receive a refund of any pre-paid Product fees allocable to the terminated portion of the applicable Subscription Term. Customer’s continued use of the Product after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. For clarity, this Section 17 shall not apply to Section3(d) (Developer License).

17.2 Modifications to Policies.

Policies are not subject to Section 17.1 (Modifications to Agreement). With notice to Customer (email sufficient), Tabsdata may modify the Policies to reflect new features or changing practices, but the modifications will not material decrease Tabsdata’s overall obligations during a Subscription Term.

18. General Terms

18.1 Assignment.

Tabsdata may transfer any rights or obligations under the Agreement, in whole or in part, to an Affiliate, as part of a merger, reorganization, acquisition, sale or transfer of any of Tabsdata’s assets, voting securities or ownership. Customer may not assign this Agreement without the prior written consent of Tabsdata except in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

18.2 Governing Law, Jurisdiction and Venue.

This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Delaware, and both parties submit to the personal jurisdiction of those courts.

18.3 Notices.

Except as set out in this Agreement, any notice or consent under the Agreement must be in writing and will be deemed given: (i) upon receipt if by personal delivery, (ii) upon receipt if by certified or registered U.S. mail (return receipt requested or (c) one day after dispatch if by a commercial overnight delivery service. If to Tabsdata, notice must be provided to:

Tabsdata, Inc.
1368 Lillian Ave.Sunnyvale, CA, 94087
ATTN: LEGAL DEPARTMENT

If to Customer, Tabsdata may provide notice to the address Customer provided to Tabsdata during the Customer on-boarding process.

18.4 Entire Agreement.

This Agreement (which includes all Orders, the Policies, and the attached DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

18.5 Amendments.

Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Tabsdata. The terms of any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Tabsdata, any of these Customer documents are for administrative purposes only and have no legal effect. In the event of a conflict among the documents making up this Agreement the main body of this Agreement will control, except the DPA and the Policies will control their specific subject matter and an Order may control if it specifically identifies the clauses to be superseded.

18.6 Waivers and Severability.

Waivers must be signed by the waiting party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

18.7 Force Majeure.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

18.8 Subcontractors.

Tabsdata may use subcontractors and permit them to exercise Tabsdata’s rights, but Tabsdata remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

18.9 Independent Contractors.

The parties are independent contractors, not agents, partners or joint venturers.

18.10 Export Restrictions.

Customer acknowledges that the Products are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not and will not allow any third party to remove or export form the United States or allow the export or re-export of any part of the Products or any direct product thereof: (i) intro (or to a national resident of) any embargoes or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Without limiting the foregoing, (a) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (b) Customer will not submit to the Products any information that is controlled under the U.S. International Traffic in Arms Regulations. Further, Customer certifies it or its Users: are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, North Korea, Russia, Sudan, Syria, nor any country to which the European Union (EU) or the United States have prohibited export; will not download or otherwise export or re-export the software or technical information or technical assistance directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries; are not listed on the European Union’s ‘Consolidated List of persons, groups and entities subject to EU financial sanctions’ or on the United States Department of Treasury lists of ‘Specially Designated Nationals’, ‘Specially Designated Terrorists’, and ‘Specially Designated Narcotic Traffickers’, nor are Customer or its Users listed on the United States Department of Commerce ‘Table of Denial Orders’ (i.e. ‘Denied Persons List’) or the Entity List (-> Supplement No. 4 to EAR §744 (US Export Administration Regulations)). The Products are further restricted from being used for the design or development of nuclear, chemical or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

18.11 Open Source.

The Products may contain or be provided with third-party components subject to the terms and conditions of “open source” software licenses (“Third-Party Open Source”). Third-Party Open Source may be identified in the Documentation, or Tabsdata will provide a list of the Third-Party Open Source to Customer upon Customer’s written request. To the extent required by the license that accompanies the Third-Party Open Source, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Third-Party Open Source, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

EXHIBIT A

SLA and Support Policy

[TO BE ANNOUNCED]

EXHIBIT B

Data Protection Addendum

Parties hereby acknowledge and agree that the following provisions shall apply to, and govern, the processing of any personal data or personal information, as those terms are defined by applicable law. Where there is a conflict between the terms of this Data Protection Addendum and the Agreement, the terms of this Data Protection Addendum shall prevail with respect to the subject matter hereof.

1. Categories of Personal Data and Persons: Those mandatory disclosures under applicable law are set forth in Company’s Privacy Policy, available here, including without limitation: categories of personal data collected and processed, data subjects, legal purposes, and retention periods.
2. European Union: In the provision of Products by Tabsdata under the Agreement, Customer may disclose to Company certain data that constitutes Personal Data under the European General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016, or “GDPR”) (“GDPR Covered Information”). Parties agree that, where such GDPR Covered Information is transmitted, shared or otherwise disclosed by Customer to Company under this Agreement, the EU Standard Contractual Clauses (“SCCs”), available here, shall apply to, and govern, any such personal data transfer and are hereby incorporated into this Agreement by reference. Parties further acknowledge and agree: (a) Company is a processor and importer, and Customer is the Controller and exporter; (b) Module 2 (Controller-to-Processor) shall apply, and Modules 1, 3 and 4 shall not apply; (c) Clause 7 (Docking Clause) shall not apply; (d) Company hereby has general written authorization from Customer to engage sub processors pursuant to Clause 9; (e) the optional redress mechanism under Clause 11(a) shall not apply.
3. United Kingdom: To the extent any information disclosed by Customer to Company constitutes “personal data” under the United Kingdom Data Protection Act 2018, c. 12 (“UK GDPR”), parties hereby agree that any processing shall be governed by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, available here, which is hereby incorporated into this Agreement by reference. Parties agree that Company is the processor and importer, and further that Customer is the controller and exporter.
4. United States: To the extent any of the information transmitted, shared or otherwise disclosed by Customer under this Agreement constitutes “personal information” under the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq (“CCPA”), parties further acknowledge and agree to comply with the CCPA and that Company: (a) is a “service provider” and Customer is a “business”; (b) will not “sell” or “share” personal information it collects pursuant to the Agreement, and parties further agree that the disclosure of personal information pursuant to the Agreement does not constitute such a “sale” or “sharing” and Company provides no monetary or other valuable consideration to Customer in exchange for personal information; (c) will only process personal information disclosed by Customer for those purposes specifically stated in this Agreement; (d) will not retain, use, or disclose the personal information that it collects pursuant to the Agreement outside the direct business relationship between Company and Customer, or for any other purpose, commercial or otherwise, other than the business purpose specified in this Agreement or as otherwise permitted by the CCPA and its implementing regulations; (e) shall provide the same level of privacy protection as required of businesses under the CCPA and its implementing regulations taking into account those procedures and practices that are appropriate to the nature of the personal information processed under the Agreement, including cooperating with Customer in responding to and complying with data subject requests; (f) will notify Customer in the event Company determines it can no longer meet its obligations under the CCPA and its implementing regulations, and (g) will assist, at Customer’s reasonable expense, for the conduct of any audit necessary to determine Customer’s compliance with the CCPA and its implementing regulations.