All capitalized terms not otherwise defined herein shall have the meaning set forth below.

(i) “GoodData” means the entity specified in the relevant Order.

2. Access and Licenses.

3. Intellectual Property Rights.

4. Company's Obligations; Restrictions.

(c) Restrictions on Personal Data Processing. GoodData may offer Company additional security and compliance add-on(s) intended for the processing of Protected Health Information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) (where “Protected Health Information” or “PHI” has the meaning set forth in HIPAA); or (ii) Special Categories of Personal Data (as defined by applicable regulation, including the EU General Data Protection Regulation or similar concepts under the California Consumer Privacy Act) or such other personally identifiable information or data (collectively the, "Sensitive Personal Data"). Unless Company subscribes to the relevant add-on(s), Company and its Customers will not process through the Services, and GoodData will not have any liability to Company or Company’s Customers for PHI under HIPAA, Sensitive Personal Data and/or Highly Sensitive Personal Data. “Highly Sensitive Personal Data” means user credentials, social security numbers, driver’s license numbers, bank account numbers or any data subject to PCI-DSS.

5. Confidential Information.

(a) Confidential Information Defined. As used herein, “Confidential Information” means non-public information provided under this Agreement that the party disclosing the information designates at the time of disclosure as being confidential, or, if disclosed orally or visually, is identified as such prior to disclosure, or which, under the circumstances surrounding the disclosure, the receiving party knows or has reason to know should be treated as confidential without the need to be marked as such. Without limiting the foregoing, Confidential Information will include any information regarding a party’s financial condition, business opportunities, plans for development of future products, unreleased versions of products, know-how, technology, Customer information, Customer Data, and login credentials for the Services. The GoodData Technology and Professional Services will be deemed GoodData Confidential Information. Notwithstanding the foregoing and except for Personal Data, nothing received by a receiving party will be construed as Confidential Information which: (i) is generally available to the public without breach of this Agreement; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is rightfully known to the receiving party prior to such disclosure; or (iv) is, at any time, developed by the receiving party independent of any such disclosure(s) from the disclosing party.

(b) Non-Disclosure. The parties agree to use all reasonable care to prevent disclosure of the other party's Confidential Information to any third party. Notwithstanding the foregoing, either party may disclose Confidential Information to its employees, consultants, and other third-party providers solely to the extent necessary to exercise its rights or obligations under this Agreement (or any Order or SOW), provided that the party has a non-disclosure agreement in place with such third-party provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement and provided that the each party remains responsible for any breach of this Section 5 by such providers, as if they were that party’s own employees. The foregoing notwithstanding, a receiving party may disclose the other party’s Confidential Information to the minimum extent legally required if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the receiving party must give the disclosing party prompt written notice, obtain or allow for a reasonable effort by the disclosing party to obtain a protective order prior to disclosure, and reasonably cooperate with disclosing party at disclosing party’s request.

(c) Time Limit. Upon any termination or expiration of this Agreement, the receiving party will continue to maintain the confidentiality of the disclosing party's Confidential Information for three years from date of receipt, except that source code will be held in confidence in perpetuity and Customer Data will be held in confidence for so long as it is in GoodData’s possession.

6. Fees and Payment.

(a) Fees. In consideration for the Subscription Services access rights granted to Company and any Professional Services, by GoodData under this Agreement, Company will pay GoodData the fees stated in any applicable Order. Except as explicitly stated otherwise in this Agreement, all fees paid are non-refundable and not subject to any set-off.

(b) Payment Terms. Unless otherwise agreed in an Order or SOW, payments to GoodData will be made no later than 30 days following receipt of invoice from GoodData. If any fee payments become past due, GoodData reserves the right to temporarily suspend all Services usage rights until outstanding payments are paid in full. GoodData also reserves the right to charge a fee equivalent to 2% per month on all amounts past due. All payments will be made in the currency designated in the relevant Order and by bank-to-bank wire transfer, all charges prepaid, or by check drawn on a United States (for USD) or European Union (EU) or European Economic Area (EEA) (for Euros) bank. Company is free to determine, in Company’s sole discretion, the prices at which Company offers the Subscription Services to Company’s Customers.

(c) Taxes. Company will be responsible for and will indemnify and hold GoodData harmless against all international, country, state, province and/or local taxes of any government, including, but not limited to, sales and use tax (exclusive of taxes on GoodData’s net income), duties and assessments arising on or measured by amounts payable to GoodData or arising out of or measured by amounts sold by Company. If any applicable law requires Company to withhold amounts from any payments to GoodData: (i) Company will effect such withholding, remit such amounts to the appropriate authorities and promptly furnish GoodData with tax receipts evidencing the payments of such amounts; and (ii) in the event GoodData is required to remit the withholding, GoodData will make such payment, and the sum payable by Company upon which the deduction or withholding is based will be increased to the extent required such that GoodData receives the gross amount owed by Company notwithstanding such withholding.

(d) Currency Control. Company represents and warrants that, as of the Effective Date of this Agreement, no currency control laws applicable in countries other than the United States where Company conducts the activities under the Agreement will prevent the payment to GoodData of any sums due under this Agreement. If any such laws come into effect and the local government of the territory where payment will be made does not permit that payment be made in the currency set forth in the relevant Order, Company will notify GoodData immediately, and if so instructed by GoodData, deposit all monies due GoodData to the account of GoodData in a local bank of GoodData’s choice in the affected country.

7. Security.

8. Indemnification.

(a) Company’s Obligations. Subject to the remainder of this Section, Company shall: (i) defend and hold harmless GoodData against any claim, action, suit or proceeding (each, a “Claim”) brought by a third party (including Customers or Users) to the extent that it is based upon a claim related to: (A) the processing of Customer Data by GoodData (or otherwise arising out of use of Company's Customer Data) in connection with the Subscription Services, (B) Company's or its Customer's branded service offering, (C) Company's or its Customer's distribution of the Subscription Services, (D) Company's or its Customer’s use of the Subscription Services or (E) other materials supplied by Company or its Customers for use alongside the Subscription Services (including, without limitation, any product related documentation that is not GoodData Technology); and (ii) indemnify GoodData (and require that Your Customers indemnify GoodData) from any resulting liabilities, losses, damages, fines, penalties, judgments, settlement amounts, costs and expenses incurred by GoodData in connection with such Claim(s).

(b) GoodData Obligations. Subject to the remainder of this Section 8, GoodData will: (i) defend and hold harmless Company and its Affiliates (including Company’s and its Affiliates’ directors, officers, and employees) against any Claim brought by a third party that the Services infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that such misappropriation is not a result of Company’s actions) under the laws of the United States (“Infringement Claim”); and (ii) indemnify Company from any resulting liabilities, losses, damages, fines, penalties, judgments, settlement amounts, costs and expenses incurred by Company in connection with such Infringement Claims.

(c) Exclusions. Notwithstanding the foregoing, GoodData will have no obligation under this Section 8 or otherwise with respect to any Claim(s) which would not have arisen but for: (i) a combination of GoodData Technology with non-GoodData products or services; (ii) use of the Services in violation of this Agreement, an Order, or the Documentation; (iii) any modification to the Subscription Services made by GoodData pursuant to Company specifications, Company, a Customer, or a User; or (iv) trade secret misappropriation that is the result of Company’s actions. Additionally, GoodData will have no obligations or liability toward Company whatsoever for any use of the Services: (A) after Company’s access rights to the Services have been effectively terminated; or (B) 30 days after a new version of the Services has been made available to Company and Company has been notified of a need to upgrade due to a potential legal issue with an older version of the Services. THIS SECTION 8 STATES COMPANY’S SOLE AND EXCLUSIVE REMEDY AND GOODDATA’S ENTIRE LIABILITY FOR ANY THIRD-PARTY INFRINGEMENT CLAIMS OR ACTIONS.

(d) Indemnification Procedures. The indemnifying party hereunder will provide the aforementioned obligations in Sections 8(a) or (b) provided that the indemnified party: (i) promptly provides the indemnifying party with notice of such Claim provided that the indemnifying party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by a failure to give such notice; (ii) allows the indemnifying party sole control over the defense thereof and related settlement negotiations; and (iii) reasonably cooperates in response to the indemnifying party’s requests for assistance. Neither party may settle or compromise an indemnifiable claim without the indemnified party’s prior written consent, not to unreasonably be withheld.

(e) Remedies for Impacted Services. Should the Services become, or in GoodData’s opinion be likely to become, the subject of an Infringement Claim, GoodData will, at GoodData’s option and expense either: (i) procure the rights necessary for Company to make continued use of the affected Services in accordance with this Agreement; (ii) replace or modify the affected Services to make it non-infringing; or (iii) terminate access to the affected Services, and refund any pre-paid fees attributable to such Services.

9. Warranties; Disclaimers.

10. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (ii) COST OF REPLACEMENT GOODS OR SERVICES; OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, RELATING TO GOODWILL OR REPUTATION, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY.

(b) EACH PARTY’S AGGREGATE LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY COMPANY FOR THE SUBSCRIPTION SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

(c) Exceptions. Notwithstanding Sections 10(a) and 10(b), nothing in this Agreement limits or excludes the liability or obligations of party for: (i) death or personal injury caused by such party or its gross negligence, willful misconduct, fraud, or fraudulent misrepresentation; (ii) each party’s indemnity obligations hereunder; (iii) a violation of GoodData’s or its licensor’s intellectual property rights (including breach of the licenses and rights granted herein); or (iv) Company’s express payment obligations.

11. Suspension and Termination.

12. General.

(a) Disputes, and Arbitration. This Section 12(a) will only apply to Company if the GoodData entity which is a party to this Agreement is GoodData Corporation per the relevant Order. Subject to Section 12(c) (Injunctive Relief and IP Claims), any dispute, claim or controversy arising out of or relating to this Agreement (including all SOWs and Orders) or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in San Francisco, California, before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party (as defined by California Civil Code Section 1717). Company may only resolve disputes with GoodData on an individual basis and will not bring a claim in a class, consolidated, or representative action.

(b) Contracting Entity Governing Law. The parties agree to first seek to amicably manage and resolve misunderstandings or disputes by escalating the same to their respective executives for timely consideration. “GoodData” as a party to this Agreement will mean the GoodData contracting entity specified in the relevant Order. This Agreement and all relations, disputes, claims and other matters arising hereunder (including non-contractual disputes or claims) will be governed exclusively by, and construed exclusively in accordance with, the laws of the jurisdictions set forth in the following table, as determined by the GoodData contracting entity (as indicated in the first column), without regard to conflicts of laws provisions. To the extent permitted by law, choice of laws rules and the United Nations Convention on Contracts for the International Sale of Goods will not apply. For the purposes of adjudicating any action or proceeding to enforce the terms of this Agreement, the parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any national or provincial court of competent jurisdiction located in the venue indicated in the table corresponding to GoodData contracting entity (subject to Section 12(a) (Disputes and Arbitration)). The prevailing party in any claim or dispute between the parties under this Agreement will be entitled to reimbursement of its reasonable attorneys’ fees and costs.

(c) Injunctive Relief and IP Claims. Any breach of the confidentiality provisions herein or one party’s breach of the other party’s intellectual property rights will result in harm and economic loss to the other party not compensable by monetary damages. Either party will be entitled to seek an injunction against such breach or threatened breach from a court of law, in addition to other legal or equitable remedies, and without the need to post a bond or other financial security for such injunctive relief or the necessity of proving that other available remedies may be inadequate. Notwithstanding anything to the contrary in Section 12(a), either party may bring a lawsuit in a court of law for claims of intellectual property rights infringement.

(d) Anti-Corruption Laws. Company will not engage in any deceptive or unethical trade practices or any act which might harm GoodData’s reputation or the reputation of the GoodData Technology. Company will comply with all applicable anti-corruption laws and regulations (“Anti-Corruption Laws”) including but not limited to the United States Foreign Corrupt Practices Act and the UK Bribery Act, irrespective of whether Company is legally subject to it. Company will not cause GoodData to violate any Anti-Corruption Laws in connection with any activities related to this Agreement (collectively, the “Activities”). Company will not, in connection with the Activities, pay, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly, to any other person or entity for the purpose of improperly obtaining or retaining business, for any other advantage for GoodData, or for any other purpose prohibited by any Anti-Corruption Laws.

(e) Export Controls. The GoodData Technology is of United States origin and is provided subject to the U.S. Export Administration Regulations and the regulations of other jurisdictions (e.g., the European Union). Diversion contrary to applicable law is prohibited. Without limiting the foregoing, Company warrants that: (i) Company is not, and Company is not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States or other applicable government body has prohibited export transactions (e.g., Iran, North Korea, etc.); (ii) Company is not, and Company is not acting on behalf of, any person or entity listed on a relevant list of persons to whom export is prohibited (e.g., the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department Denied Persons List or Entity List, etc.); and (iii) Company will not use any GoodData Technology for, and will not permit any GoodData Technology to be used for, any purpose prohibited by applicable law. Company will, at Company’s own expense, obtain and arrange for the maintenance in full force and effect of all governmental approvals, stamps, consents, licenses, authorizations, declarations, filings, and registrations as may be necessary or advisable for the performance of all the terms and conditions of this Agreement, including, but not limited to, all approvals which may be required to realize the intent and purpose of this Agreement.

(f) Assignment. Neither party may transfer or assign its rights under this Agreement without the prior consent of the other party. Notwithstanding the foregoing, a party may assign this Agreement in connection with the sale, merger or other corporate combination involving all or substantially all of the assets of the assigning party to a third party provided that the assignee assumes all of the assigning party’s obligations and liabilities hereunder. Any attempted assignment in violation of this paragraph is void. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(g) Severability. If any provision or part of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, the parties intend that the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the illegal, invalid, or unenforceable provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remaining provisions of this Agreement, which will continue in full force and effect.

(h) Waiver of Breach. No delay or omission by either party to exercise any right or power arising upon the other party’s nonperformance or breach will impair that right or power or be construed as a waiver of it. Any waiver must be in writing and signed by the waiving party. A waiver on one occasion will not be construed as a waiver of any subsequent event of nonperformance or breach.

(i) Force Majeure. Except for the obligation to make payments, performance under this Agreement will be postponed automatically to the extent that either party is prevented from meeting its obligations by causes beyond its reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

(j) Notices and Consent to Electronic Communication. Company will receive electronic communications and notifications from GoodData in connection with the products and services to be provided hereunder and the Agreement generally. Company agrees that any such communication will satisfy any applicable legal communication requirements, including that such communications be in writing. GoodData may provide Company with notices by email to the email address that Company registered with (and/or other alternate email address associated with Company’s account if provided), or by regular mail. Company will be deemed to have received any email sent to the email address then associated with Company’s account when GoodData sends the email. All notices and requests in connection with this Agreement required to be given by Company to GoodData will be sent via email to legal@gooddata.com.

(k) No Agency. Neither party has the right to bind or act for the other in any capacity. The relationship under this Agreement will not create any legal partnership, franchise relationship, distributor relationship, or other form of legal association between the parties that would impose a liability between the parties or to third parties.

(l) Records. During the Term of this Agreement and for one year thereafter, Company will retain records of Company’s activities under this Agreement sufficient to show Company’s compliance with this Agreement. During this period, GoodData will have the right to audit Company’s records relating to Company’s performance under this Agreement and to verify that Company has fulfilled Company’s obligations under this Agreement, and Company will reasonably cooperate with GoodData or its third-party auditor (provided such auditor is subject to a confidentiality agreement). Any such audit will be conducted during normal business hours on a date mutually acceptable to both parties, will not unreasonably interfere with Company’s business activities, and GoodData will provide at least ten (10) business days’ prior notice. The audit will be conducted at GoodData’s expense, unless the audit reveals that Company has materially breached Company’s obligations under Section 2(b)-(c), the audit reveals that Company has underpaid GoodData by more than 5% for the Services fees payable by Company for the period audited, or that Company has materially failed to maintain accurate records. If Company has underpaid GoodData any sums, Company will promptly pay GoodData the outstanding amounts due plus interest at a monthly effective rate of 2% for the period of the underpayment. In the event that Company self-discloses such underpayment, and the disclosure is not immediately after the notification of an audit, all interest will be waived, and Company’s obligation will be limited to the underpayment. Such audits will not be conducted more than once in any period of 12 consecutive months, or twice during the same time period in the event that an audit reveals a material breach of Company’s obligations hereunder.

(m) Entire Agreement. This Agreement, including all exhibits and attachments, together with any Orders and SOWs, contains the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein. Company has not relied on any statement, promise or representation made or given by or on behalf of GoodData that is not set out in this Agreement. Company’s Orders are not contingent on, and Company has not relied on, the delivery of any future functionality regardless of any verbal or written communication about GoodData’s future plans. If there is any conflict of inconsistency, the following order will apply: Order, SOW, the Agreement. The terms of this Agreement apply to the exclusion of any other terms that Company may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any purchase order submitted by Company is for Company’s internal purposes only and its terms and conditions are superseded and replaced by this Agreement.

(n) Changes to this Agreement. GoodData reserves the right to revise this Agreement from time to time. GoodData will date and post the most current version of this Agreement on the GoodData Legal Center, available at https://www.gooddata.com/legal. Any changes will be effective upon posting the revised version of this Agreement (or such later effective date as may be indicated at the top of the revised Agreement). If, in GoodData's sole discretion, GoodData deems a revision to this Agreement to be material, GoodData may notify Company via the Subscription Services. Notice of other changes may be provided via the GoodData Legal Center. Company’s continued access or use of any portion of the Services constitutes Company’s acceptance of such changes. If Company does not agree to any of the changes, GoodData is not obligated to continue providing the Services, and Company must stop using the Services. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless it specifically references this Agreement, explicitly expresses a desire to amend this Agreement, is set forth in writing and is signed by the parties.

(o) Counterparts. This Agreement may be signed in counterparts and electronically, each of which will be considered an original document, but together which will constitute one complete document.

(p) Controlling Language. This Agreement has been prepared and executed in the English language only, which language will be controlling in all respects. Any translations of the provisions of this Agreement into any other language are for reference only and will have no legal or other effect. Any notice that is required or permitted to be given by one party to the other under this Agreement must be in the English language and in writing. All proceedings related to this Agreement will be conducted in the English language. Les parties aux présentes ont formellement demandé à ce que la présente convention et tous les documents auxquels celui-ci réfère soient rédigés et signés en langue anglaise.

(q) US Government Rights. GoodData Technology is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If software is licensed or the services are acquired by or on behalf of a civilian agency, GoodData provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, GoodData provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.

(r) Third Party Disputes. If Company obtains access to the Services through a GoodData authorized partner (“Partner”) as part of such Partner’s product or service or otherwise through such Partner, GoodData will not be responsible for its Partner dealings. In the event that Company has a dispute with a Partner (except in the case where a dispute arises as a result of GoodData’s willful misconduct or gross negligence) Company releases GoodData and its affiliates from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Company will not be deemed a third-party beneficiary to any agreement or dealings between GoodData and any Partner. For the avoidance of doubt, this Agreement will directly supersede anything to the contrary set forth in the Uniform Commercial Code which would otherwise enable Company to seek direct recourse from GoodData for such disputes.

(s) By law, Customers may have certain rights that can’t be limited by a contract like this Agreement. This Agreement is in no way intended to restrict those rights.