Evaluation Terms and Conditions
Effective March 18, 2023
READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY, TOGETHER WITH THE APPLICABLE ONLINE ORDER FORM ON WHICH THEY ARE REFERENCED AND THE DOCUMENTS INCORPORATED HEREIN, CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN YOUR USE OF THE TALEND PRODUCTS (AS DEFINED BELOW) OFFERED ON A TRIAL, BETA OR EVALUATION BASIS. BY USING THE TALEND PRODUCTS AND/OR ACCEPTING AN ONLINE ORDER FORM AS PART OF THE ENROLLMENT PROCESS, YOU AGREE TO THESE TERMS AND CONDITIONS WITH TALEND, INC. (“TALEND”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE TALEND PRODUCTS. BY ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BOTH USE THE TALEND PRODUCTS AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. THE TERMS “CUSTOMER,” “YOU,” AND “YOUR” INCLUDE YOU AND THAT LEGAL ENTITY.
1. Definitions. Any capitalized terms not defined herein will be defined in the TGT.
1.1. "Agreement” means the following documents in the following order of precedence: (i) these Evaluation Terms and Conditions, (iii) the Data Processing Addendum, (iv) the Business Associate Agreement, if applicable, and (v) the Talend General Terms (“TGT”).
1.2. “Beta Products” means pre-release products provided solely for testing and evaluation.
1.3. “Customer” means: (i) the legal entity indicated on the applicable Online Order Form, or (ii) in the event no legal entity is listed, the individual set forth on the on the applicable Online Order Form.
1.4. “Trial Environment” means the environment for Talend Products provided to test Beta Products, Software or Cloud Services on a trial, evaluation or beta basis and any associated databases.
1.5. “Talend General Terms” means the general terms and conditions for the Software and Cloud Service found at https://www.talend.com/legal-agreements/.
1.6. “Talend Products” means the products made available on a trial, beta or evaluation basis, which may include Software, Cloud Services, or Beta Products, and includes the Trial Environment.
1.7. “Trial Period” means the duration beginning on the date Customer first accesses the Trial Environment and ends fourteen (14) consecutive days later.
2.1. Notwithstanding anything to the contrary in the Agreement, Customer may not, without Talend’s prior written consent (i) use the Talend Products for a duration longer than the Trial Period; or (ii) make any modifications to the Trial Environment.
3. Term; Entire Agreement.
3.1. Notwithstanding anything to the contrary in the Agreement, the term of the Agreement shall continue until the earlier of: (i) the Order Effective Date of an Order Form for the Subscription Services; (ii) the conclusion of the Trial Period, or (iii) upon termination by either party for any reason or no reason whatsoever by delivering notice of termination to the other party. For the avoidance of doubt, the Trial Period shall not renew for any future Trial Period(s).
3.2. This Agreement supersedes all prior written or oral agreements between Customer and Talend with respect to the subject matter of the Agreement. Unless otherwise specified herein, Talend may modify this Agreement at any time and will provide written notice of any material changes to the terms of the Agreement.
3.3. Unless otherwise agreed by the parties, upon termination of the Agreement, Talend will irretrievably delete all Customer Data in its possession or control and Customer will no longer have access to the Trial Environment or any Customer Data stored in the Trial Environment.
4. Sensitive Personal Information
4.1. In the event Customer believes it is a “Covered Entity” or “Business Associate” and, to the extent Talend does receive, maintain, transmit, use or disclose Protected Health Information (“PHI”) pursuant to the federal Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Care Act (“HITECH”), the U.S. Department of Health and Human HRIS Services regulations entitled “Standards for Privacy of Individually Identifiable Health Information” (“Privacy Rule”), Security Standards for the Protection of Electronic Protected Health Information (“Security Rule”) and the Breach Notification for Unsecured Protected Health Information (“Breach Notification Rule”), the Cloud Service provided hereunder is subject to the additional terms of the Business Associate Agreement at www.talend.com/legal-agreements/ (“BAA”), as may be modified at any time and without notice, regardless of whether Customer has executed such BAA. Customer expressly acknowledges and agrees that Talend is not a “Health Care Clearinghouse” within the meaning of HIPAA, and Customer shall not request or otherwise require Talend to act as such. To the extent any provision in the BAA or any other document you agree to with Talend for purposes of providing Talend with access to PHI is inconsistent with this Agreement, then the provision of the BAA or such other document will govern, as applicable.
4.2. To the extent Customer is processing Personal Information subject to the Applicable Data Protection Law (each defined within the DPA), the terms of the Data Processing Addendum at www.talend.com/legal-agreements/ (“DPA”), as may be modified at any time and without notice, are incorporated herein. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter.
4.3. Talend’s provision of the Talend Products does not constitute Talend’s representation that the Talend Products comply with any law. Customer has an independent duty to comply with all laws applicable to it, including data privacy laws relating to the processing of Sensitive Personal Information, and for purposes of processing PHI, selection of connectors for sources and destinations that are specified as HIPAA compliant.
5. NO WARRANTY
5.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS TRIAL AGREEMENT, THE TALEND PRODUCTS AND TRIAL ENVIRONMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY, SUPPORT, OR INDEMNITIES OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALEND, ITS AFFILIATES, LICENSORS, AND SUBCONTRACTORS MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THAT THE USE OF THE TALEND PRODUCTS OR TRIAL ENVIRONMENT WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY USE OF THE TALEND PRODUCTS, TRIAL ENVIRONMENT, THIRD PARTY PRODUCTS OR CONNECTIVITY ISSUES.
6.1. All notices to Customer will be in writing and deemed given when delivered to Customer’s email address entered in the applicable online Order Form. All legal notices to Talend shall be in writing and deemed given when delivered to firstname.lastname@example.org.