Talend Trust Assessor Service Agreement

READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONSITUTE A LEGALLY BINDING AGREEMENT AND GOVERN YOUR USE OF THE TALEND CLOUD SERVICE (AS DEFINED BELOW), WHICH SHALL BE PROVIDED TO YOU ON A LIMITED BASIS AS HEREINAFTER PROVIDED. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE AT ANY TIME IN TALEND’S SOLE DISCRETION. TALEND WILL NOTIFY YOU OF AMENDMENTS TO THESE TERMS AND CONDITIONS BY POSTING THEM TO THIS WEBSITE. YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AS OF THE DATE YOU (A) ACCEPT THESE TERMS BY CHECKING THE BOX INDICATING YOUR AGREEMENT TO THESE TERMS AND CONDITIONS AND CLICKING ON THE “GET YOUR TALEND TRUST SCORE NOW” BUTTON, AND/OR (B) ACCESS OR USE THE TALEND CLOUD SERVICE (“EFFECTIVE DATE”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CHECK THE BOX INDICATING YOUR AGREEMENT TO THESE TERMS AND CONDITIONS OR CLICK ON THE “GET YOUR TALEND TRUST SCORE NOW” BUTTON OR ACCESS OR USE THE TALEND CLOUD SERVICE.

This Talend Trust Assessor Service Agreement, including any Exhibits and Schedules attached hereto (collectively, “Agreement”) is entered into by and between Talend, Inc., with its address at 800 Bridge Parkway, Suite 200, Redwood City, California 94065, United States (hereinafter, “Talend”) and the person or entity that (a) has completed the registration form and checked the box indicating acceptance of these terms and clicked on the “Get Your Talend Trust Score Now” button, and/or (b) is accessing or using the Talend Cloud Service (hereinafter, “You”). You and Talend are collectively referred to as the “Parties” and individually as a “Party”. If You are entering into this Agreement on behalf of a company or legal entity, You represent that You have the authority to bind such entity to these terms and conditions, in which case the terms “You” and “Your” shall refer to such entity.

1.   Definitions. The following capitalized terms shall have the meanings set forth below. Other defined terms shall have the meanings set forth where they are first defined.

1.1 “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with Talend.

1.2 “Customer Data” means the electronic data, materials, and information entered into the Talend Cloud Service by You.

1.3 “Talend Cloud Service” means the Talend Trust Assessor hosted and operated online business services, as modified and updated by Talend from time to time.

1.4 “Talend Trust Score Report” means a report created by use of the Talend Cloud Service.

2.   Usage Rights and Restrictions.

2.1    Subject to the terms of this Agreement, Talend grants to You a non-exclusive, non-transferable, non-assignable, limited right to access and use the Talend Cloud Service solely for Your own internal business purposes. You may use the Talend Cloud Service to (a) create Talend Trust Score Reports for up to thirty (30) uploads of Customer Data per day, and (b) create no more than one hundred (100) Talend Trust Score Reports in total. Subject to Section 1.4, You may disclose and share the Talend Trust Score Report with third parties.

2.2    You grant to Talend, including its Affiliates and subcontractors, a non-exclusive, world-wide right to use, process, display, transmit, and host Customer Data to provide the Talend Cloud Service. You agree not to include any production data in Customer Data.

2.3    The Talend Cloud Service is provided with no technical support, phone support, updates, or service level agreement of any kind. Talend reserves the right to make changes or updates to the Talend Cloud Service, and to discontinue the Talend Cloud Service, for any reason or no reason whatsoever, at any time without notice to You.

2.4    You may not, and may not cause or permit others, whether directly or indirectly, to: (a) duplicate, copy, modify, create derivative works of, disassemble, decompile, decipher, reverse engineer, reproduce, distribute, republish or download any part of the Talend Cloud Service, or otherwise attempt to derive or obtain the source code, underlying logic, or software used to provide the Talend Cloud Service; (b) sublicense, sell, rent, lease, loan, transfer, assign, distribute, display, host, outsource, disclose, use for production purposes, permit timesharing or service bureau use, or otherwise commercially exploit or make the Talend Cloud Service available to any third party; (c) submit material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) submit material that is infringing, obscene, threating, libelous, unlawful, offensive, or that violates the privacy rights of any person, or infringes on any intellectual property or other proprietary rights of any third party; (e) circumvent or endanger the operation or security of the Talend Cloud Service, override any security feature, or attempt to gain unauthorized access to the Talend Cloud Service or its related systems or networks, including through an interface not provided or authorized by Talend such as by use of scripts or bots; (f) interfere, disrupt, overwhelm, place an unreasonable load on, or attack the Service, its associated software, hardware, or servers, or the data contained therein; (g) disclose results of any benchmark tests or performance tests of the Talend Cloud Service without Talend’s prior written consent; (h) remove or modify any program or services markings or any notice of Talend’s proprietary rights, whether with respect to the Talend Trust Score Report, Talend Cloud Service, or otherwise; (i) deface, modify, or obliterate any Talend trademarks, trade names, logos, and notices present on the Talend Cloud Service and Talend Trust Score Report; (j) use the Talend Trust Score Report to disparage Talend or its products or services, or in a manner which, in Talend’s reasonable judgment, may diminish or damage its goodwill in Talend trademarks, trade names, and logos; (k) alter, modify, divide, or separate the Talend Trust Score Report or share it other than in its original entirety with original text and images; (l) use the Talend Trust Score Report for commercial or production use, or incorporate the Talend Trust Score Report in Your own products or services; (m) distribute, showcase, display, or share the Talend Trust Score Report, or the Talend trademarks, trade names, or logos in any manner that (i) implies a relationship or affiliation with, sponsorship, or endorsement by Talend, (ii) can be reasonably interpreted to suggest that Your editorial content has been authored by, or represents the views or opinions of Talend or its personnel, or (iii) is misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Talend; (n) copy or imitate Talend’s trade dress, including the look and feel of the Talend Cloud Service, the Talend Trust Score Report, Talend trademarks, trade names, and logos, or distinctive color combinations, typography, graphic designs, product icons, or imagery associated with Talend; or (o) use any Talend trademarks, trade names, and logos without Talend’s express written authorization. You shall notify Talend immediately of any violation of this Section 1.4 and of any improper, infringing, confusing or unauthorized use of the Talend Cloud Service, Talend Trust Score Report, or any Talend trademarks, trade names, and logos of which you become aware. All goodwill accruing from your use of Talend trademarks, trade names, and logos shall inure solely to the benefit of Talend.

3.   Term and Termination.

3.1    Except as otherwise set forth in this Agreement, the term of this Agreement shall commence on the Effective Date and continue thereafter, provided either Party may terminate this Agreement, for any reason or no reason whatsoever, upon ten (10) days written notice to the other Party. Notwithstanding the foregoing, Talend reserves the right to suspend or terminate Your access to the Talend Cloud Service immediately in the event (a) of unauthorized use of the Talend Cloud Service or the Talend Trust Score Report, (b) Your continued use may result in material harm to the Talend Cloud Service or its users, or (c) Your breach of any term or condition of this Agreement.

3.2    Upon termination of this Agreement, Talend will cease providing the Talend Cloud Service to You and Your right to use the Talend Cloud Service shall cease.

3.3    Sections 1, 3.2, 3.3., 4, 5, 6, 9, 10, 11, 12, and 13 shall survive any termination of this Agreement.

4.   Ownership.

You own and retain all intellectual property rights in and to Your Customer Data. Talend, its Affiliates, and their licensors own and retain all rights, titles and interests, and all intellectual property rights, in and to the Talend Cloud Service, the Talend Trust Score Report, Anonymized Data, usage data, and metadata collected in connection with Your use of the Talend Cloud Service, including any and all derivative works thereof. All rights not expressly granted to You are reserved by Talend, its Affiliates, and their licensors.

5.    Anonymized Data.

Notwithstanding anything to the contrary under this Agreement, Talend may create aggregated and anonymized data derived from Customer Data and information derived from Your use of the Talend Cloud Service that do not identify You (“Anonymized Data”). For the avoidance of doubt, Anonymized Data shall not be considered “Customer Data” as defined in this Agreement. Talend may use Anonymized Data for its business purposes

6.   Feedback.

You grant to Talend a worldwide, perpetual, irrevocable, royalty-free right to use, disclose, and incorporate into its current or future products and services, without Your consent, at Talend’s sole discretion, any suggestion or request for improvement, modification, or enhancement, comments, ideas, reviews, recommendation, correction, or other feedback provided by You to Talend (collectively, “Feedback”). For the avoidance of doubt, Feedback shall not be considered Confidential Information under this Agreement, and Talend shall have no obligation or liability to You with respect to any use or disclosure of Feedback.

7.    Personal Data Processing.

In the event that Customer Data processed by Talend include any personal data subject to the Applicable Data Protection Law (as defined below), the Data Protection Clauses set out in Exhibit A shall be incorporated into this Agreement by this reference, and shall apply until Talend permanently delete all Customer Data in its possession or control. “Applicable Data Protection Law” shall mean (a) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), and any data protection laws in any European Union Member State including laws implementing such Regulation, (b) the California Consumer Privacy Act of 2018, and (c) the Canadian Personal Information Protection and Electronic Documents Act.

8.    Security.

You agree to use and maintain commercially reasonable and appropriate security standards and measures to protect against unauthorized access and use of Your systems and devices through which You access and use the Talend Cloud Service. You will notify Talend immediately upon any unauthorized access or use of the Talend Cloud Service. You will not: (a) share access to the Talend Cloud Service either within Your organization or with any third party; (b) probe, scan, conduct vulnerability or penetration testing of the Talend Cloud Service or any related system or network; or (c) interfere with the network, send a virus, overload, flood, spam, or mail-bomb the Service.

9.   Confidentiality.

9.1    “Confidential Information” means: (a) the information that the disclosing Party designates as confidential at the time of disclosure or that should reasonably be understood to be confidential information of the disclosing Party; (b) with respect to You, Your Customer Data; and (c) with respect to Talend, the Talend Cloud Service and related documentation, product and service designs. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission, and without breach of this Agreement, by the receiving Party; (ii) at the time of disclosure by disclosing Party, was already known to the receiving Party free of any confidentiality obligation; (iii) is lawfully received from a third party without breach of any obligation owed to the disclosing Party; or (iv) was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

9.2    The Party receiving Confidential Information will: (a) protect all Confidential Information of the disclosing Party as confidential with at least the same degree of care that it uses to protect its own similar Confidential Information, but not less than a reasonable standard of care; (b) not use or disclose any Confidential Information of the disclosing Party for any purpose except to exercise its rights and fulfill its obligations under this Agreement; or (c) not disclose any Confidential Information to any third party without the other Party’s prior written consent.

9.3    In the event of legal proceedings relating to Confidential Information, the receiving Party will cooperate with the disclosing Party and comply with applicable law (all at disclosing Party’s expense) with respect to handling of the Confidential Information. Each Party must not release any more of the other Party’s Confidential Information than is reasonably necessary to comply with respect to such legal proceeding.

9.4    The parties recognize and agree that money damages are an inadequate remedy for breach of this Section 9 and further recognize that any such breach would result in irreparable harm to the non-breaching Party. Therefore, in the event of any such breach, the non-breaching Party may seek injunctive relief from a court of competent jurisdiction to enjoin such activity in addition to any other remedies available to it.

10.  Warranties.

10.1  Each Party represents and warrants that it has, and will maintain, the full legal right and authority to enter into this Agreement and to grant the rights granted by it under this Agreement.

10.2 YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT AT YOUR OWN RISK AND TALEND DOES NOT WARRANT RESULTS OF USE. THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND TALEND, ITS AFFILIATES, SUBCONTRACTORS, AND THEIR LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALEND, ITS AFFILIATES, SUBCONTRACTORS, AND THEIR LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGMENT, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE, WITH RESPECT TO THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT. TALEND, ITS AFFILIATES, SUBCONTRACTORS, AND THEIR LICENSORS DO NOT WARRANT THAT THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT WILL BE ERROR FREE OR THAT THE USE OF THE TALEND CLOUD SERVICE WILL BE ENTIRELY SECURE, UNINTERRUPTED OR WILL OPERATE IN COMBINATION WITH YOUR CONTENT, YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA NOT PROVIDED BY TALEND. YOU AGREE THAT YOU ARE NOT RELYING ON DELIVERY OF ANY FUTURE FUNCTIONALITY, OR ON ANY ORAL OR WRITTEN PUBLIC COMMENTS OR ADVERTISING OF TALEND IN YOUR USE OF THE TALEND CLOUD SERVICE AND THE TALEND TRUST SCORE REPORT.

11.   Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TALEND, ITS AFFILIATES, SUBCONTRACTORS, AND THEIR LICENSORS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF SALES, REVENUE, PROFITS, USE, DATA, GOODWILL, OR REPUTATION, OR BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE TALEND CLOUD SERVICE OR THE TALEND TRUST SCORE REPORT, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF TALEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALEND IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY DELAYS, FAILURES, OR HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

12.  Indemnification.

You will indemnify, defend, and hold Talend, its Affiliates, subcontractors, licensors, and their directors, officers, employees, agents and independent contractors (each an “Indemnitee”) harmless from and against any and all liabilities, losses, damages, expenses (including attorneys’ fees) and costs that result from any third party suit, action, proceeding and/or claim (each, a “Claim”) related to (a) Your use of the Talend Cloud Service and The Talend Trust Score Report other than as expressly permitted in this Agreement; (b) Your failure to comply with Your obligations under this Agreement or Your acts or omissions, gross negligence or intentional misconduct; (c) any violation of any laws, statutes or governmental regulation by You; or (d) Customer Data, or that its use infringes the proprietary right of, defames, or otherwise harms, any third party. As part of Your performance of the foregoing obligations You will: (i) make no admissions or settlements without Talend’s prior written consent, and (ii) any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, Talend. Talend shall have the right, at its option, to participate in the defense of any Claim through a counsel of its own choosing.

13.  General.

13.1  Subcontractors. Talend may subcontract parts of the Talend Cloud Service to third parties.

13.2 Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of Talend. Any assignment in violation of this Section 13.2 shall be void ab initio and of no effect. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the Parties, their respective successors and assigns.

13.3 Export Control. You acknowledge that the Talend Cloud Service and Confidential Information are subject to export control laws of various countries, including the laws and regulations of the United States. You will not export, re-export, otherwise transfer or disclose any Talend Cloud Service or Confidential Information to any country, person or entity if prohibited by export laws or regulations.

13.4 Notices. All notices under this Agreement will be deemed to be properly given when in writing and (a) in the case of Talend, (i) received at Talend’s address set forth in this Agreement, (ii) with regards to privacy matters, received at privacy@talend.com, or (iii) with regards to sales inquiries, received via https://www.talend.com/contact-sales, or (b) in Your case, sent to You at the email address You provided during the registration process for the Talend Cloud Service.

13.5 Governing Law; Waiver. Any dispute arising out of or related to this Agreement will be construed in accordance with the laws of the state of California, without giving effect to any choice of law principles. The federal court for the northern district of California, or if that court lacks subject matter jurisdiction, any California State Court located in Santa Clara county, shall have sole and exclusive jurisdiction to resolve any and all claims or disputes arising out of or in connection with this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement. Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance. In any judicial proceeding between You and Talend arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover all reasonable expenses incurred as a result of the proceeding, including reasonable attorneys’ fees. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to this Agreement.

13.6 Entire Agreement. This Agreement, together with any Exhibits and Schedules attached hereto (which are hereby incorporated herein by this reference), constitutes the complete and exclusive statement of the agreement of the parties related to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, proposals, quotes, marketing materials, or representations, written or oral, concerning the subject matter of this Agreement.

1.   Definitions. In these Clauses, the following terms shall have the following meanings:

1.1 controller”, “processor”, “data subject”, “processing” (and “process”) and “special categories of personal data” shall have the meanings given in Applicable Data Protection Law;

1.2 personal data” shall mean any information that (i) identifies or relates, directly or indirectly, to a natural person, or (ii) the relevant Applicable Data Protection Law otherwise defines as personal data or a similar term.

1.3 “Applicable Data Protection Law” shall mean: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), and any data protection laws in any European Union Member State including laws implementing such Regulation, (ii) the California Consumer Privacy Act of 2018, and (iii) the Canadian Personal Information Protection and Electronic Documents Act.

1.4 Standard Contractual Clauses” shall mean the standard contractual clauses, as approved by the European Commission in Commission Decision C(2010) 593 of 5 February 2010 on standard contractual clauses for transfer of personal data to processors established in third countries.

2.   Relationship of the parties. You (as controller) appoint Talend as a processor, or service provider, to process the personal data that is the subject of the Terms and Conditions and as more particularly described in Schedule A (the “Data”). Each Party shall comply with the obligations that apply to it under Applicable Data Protection Law. You hereby represent and warrant that You comply with the requirements of the Applicable Data Protection Law in collecting and transferring the Data to Talend and permitting Talend to act as a processor of the Data.

3.   Prohibited data. You shall not disclose any special categories of personal data, including any payment card data protected under the Payment Card Industry Data Security Standard (PCI DSS), to Talend for processing under the Terms and Conditions.

4.   Purpose and Confidentiality limitation. Talend shall treat the Data as Confidential Information, as defined in the Terms and Conditions. Talend shall process, retain, use, or disclose the Data as a processor, or service provider, in accordance with the use and confidentiality obligations set out in the Terms and Conditions, as more particularly described in Schedule A (the “Permitted Purpose”). Talend shall not sell the Data, nor process, retain, use, or disclose the Data (i) for any purposes other than the Permitted Purpose, or (ii) outside of the direct relationship between Talend and You set out in the Terms and Conditions. Talend certifies that it understands these restrictions and will comply with them.

5.   European Data transfers requirements. To the extent the Data relate to residents of the European Economic Area (“EEA”), Talend will transfer the Data outside of the EEA, the United Kingdom, or Switzerland pursuant to the Standard Contractual Clauses. For purpose of the Standard Contractual Clauses: (i) You and Talend will be deemed to have executed the Standard Contractual Clauses as of the effective date of the Terms and Conditions; (ii) You will be referred to as the “Data Exporter” and Talend will be referred to as the “Data Importer”; (iii) details in Schedule A to these Clauses will be used to complete Appendix 1 of the Standard Contractual Clauses, as appropriate; and (iv) details in Schedule B to these Clauses will be used to complete Appendix 2 of the Standard Contractual Clauses.

6.   Security. Talend shall implement appropriate technical and organizational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the Data (a “Security Incident”). Talend has implemented the technical and organizational security measures described in Schedule B of these Clauses. Talend retains the right to modify or update these security practices at its discretion provided that such modification and update does not materially decrease the overall security of the Data for the duration of the Terms and Conditions.

7.   Security incidents. Upon becoming aware of a confirmed Security Incident, Talend shall inform You without undue delay and shall provide timely information and cooperation as You may require in order for You to fulfil Your data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. Talend shall further take all such measures and actions as are reasonably necessary to remedy or mitigate the effects of the Security Incident.

8.   Sub-processing. You hereby consent to Talend engaging third-party subcontractors (“Sub-processors”) to process the Data. Talend shall subcontract any processing of the Data to Sub-processors in accordance with the Applicable Data Protection Law. Talend shall impose data protection terms on the Sub-processors to the same standard provided for by the Clauses. Talend remains responsible to You for the provision of all applicable schedules.

9.   Cooperation and data subjects’ rights. Insofar as possible, Talend shall provide reasonable and timely assistance (including by appropriate technical and organizational measures) to You at Your expense to enable You to respond to any request from a data subject to exercise any of its rights under Applicable Data Protection Law. In the event that any such request is made directly to Talend, Talend shall promptly inform You providing full details of the same.

10. Data Protection Impact Assessment. The processing of the Data in accordance with the Terms and Conditions is not likely to result in a high risk to the data protection rights and freedoms of data subjects, and does not require a data protection impact assessment.

11. Deletion of Data. Talend will destroy all Data (including all copies of the Data) in its possession or control following the creation of the Talend Trust Score Report (as defined in the Terms and Conditions) based upon such Data.

12. Audit. You acknowledge that Talend is regularly audited against SOC 2 and 3 standards by independent third-party auditors.

This Schedule A forms part of the Terms and Conditions and the Clauses, and describes the processing that Talend will perform on Your behalf.