Talend Beta Agreement

TALEND BETA AGREEMENT

READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY CONSITUTE A LEGALLY BINDING AGREEMENT AND GOVERN YOUR USE OF THE BETA SOFTWARE (as defined below) WHICH SHALL BE PROVIDED TO YOU UNDER A LIMITED LICENSE AS SPECIFIED BELOW. BY DOWNLOADING, INSTALLING OR RECEIVING THE BETA SOFTWARE YOU ARE INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS AS OF THE DATE YOU DOWNLOAD THE BETA SOFTWARE (“EFFECTIVE DATE”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD, INSTALL OR RECEIVE THE BETA SOFTWARE.

This Beta Agreement (“Agreement“) is entered into by and between the Talend entity identified in Section 9 (“Talend”) and the person or entity downloading, installing or using the Beta Software (hereinafter “You” or “Licensee”). Talend and Licensee 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 meaning set forth below. Other defined terms shall have the meanings set forth where they are first underlined.

  • Beta Software” shall mean beta or early access versions of Talend’s software, in object form only, excluding any Open Source Software provided with such software, and the media and Documentation, if any, provided by Talend to Licensee for which Licensee is granted a use license pursuant to this Agreement.
  • Documentation” shall mean the printed or online written reference material furnished to Licensee in conjunction with the Beta Software, including, without limitation, instructions, beta testing guidelines, and end user guides.
  • Intellectual Property Rights” shall mean all intellectual property rights, including, without limitation, patent, copyright, trademark, and trade secret.
  • Open Source Software” means various open source software components provided with the Beta Software that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the Beta Software.
  • Updates” shall mean a modification, error correction, bug fix, new release, or other update to or for the Beta Software.
  1. LICENSE GRANTS, USE AND OWNERSHIP

2.1        Limited License. Subject to the terms and conditions of this Agreement, Talend grants to Licensee a limited non-exclusive, non-transferable license (without the right to sublicense) to: (i) use the Beta Software in a non-production environment solely for purposes of internal testing and evaluation, (ii) use the Documentation provided with the Beta Software in support of Licensee’s authorized use of the Beta Software, and (iii) copy Beta Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

2.2        Evaluation Feedback. The purpose of this limited license is the testing and evaluation of the Beta Software and Documentation. In furtherance of this purpose, Licensee shall provide feedback to Talend concerning the functionality and performance of the Beta Software from time to time as reasonably requested by Talend, including, without limitation, identifying potential errors and improvements. Such feedback will be in a manner convenient to Licensee and will be subject to reasonable availability of Licensee’s personnel. Feedback and other information which is provided by Licensee to Talend in connection with the Beta Software or this Agreement may be used by Talend to improve or enhance its products and, accordingly, Talend shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such feedback and information without restriction.

2.3.       Restrictions. Licensee shall not copy or use the Beta Software (including the Documentation) or disseminate Confidential Information to any third party except as expressly permitted in this Agreement. Licensee will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any portion of the Beta Software or accompanying Documentation. In no event shall Licensee use the Beta Software for Licensee’s product development or any other commercial purpose. Licensee may not lend its password to access the Beta Software to any other third party. Use of the Beta Software for transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation, or this Beta Agreement is prohibited. The Beta Software and all performance data and test results, including without limitation, benchmark test results (collectively “Performance Data”), relating to the Beta Software are the Confidential Information of Talend, and will be treated in accordance with the terms of Section 6 (Confidentiality) of this Agreement. Accordingly, Licensee shall not publish or disclose to any third party any Performance Data relating to the Beta Software.

2.4        Ownership. Talend retains all right title and interest in and to the Intellectual Property Rights in the Beta Software and any derivative works thereof, subject only to the limited license expressly set forth in Section 2.1 hereof. Licensee does not acquire any other rights, express or implied in the Beta Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO TALEND.

  1. NO SUPPORT SERVICES

Talend is under no obligation to support the Beta Software in any way or to provide any Updates to Licensee. In the event Talend, in its sole discretion, supplies any Update to Licensee, such Update shall be deemed Beta Software hereunder and shall be subject to the terms and conditions of this Agreement.

  1. OPEN SOURCE SOFTWARE

The terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Beta Software. Any such Open Source Software is provided under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open_source_licenses file accompanying the Beta Software.

  1. TERM AND TERMINATION

Unless otherwise terminated as specified under this Agreement, Licensee’s rights with respect to the Beta Software will terminate upon the earlier of (a) the initial commercial release by Talend of a generally available version of the Beta Software or (b) automatic expiration of the Beta Software based on the system date. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Talend shall immediately terminate this Agreement and any Licensee rights with respect to the Beta Software without notice in the event of improper disclosure of Talend’s Beta Software as specified under Section 6 (Confidentiality) below. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Talend (or, at Talend’s request, destroy), the Beta Software, Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information. The rights and obligations of the parties set forth in Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive termination or expiration of this Agreement for any reason

  1. CONFIDENTIALITY

Confidential Information” shall mean all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, planned product features, functionality, performance and software source documents relating to the Beta Software, and other information provided by Talend, whether disclosed orally, in writing, or by examination or inspection, other than information which Licensee can demonstrate (i) was already known to Licensee, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to Licensee; (iii) became generally available in the public domain after disclosure other than through any act or omission of Licensee; (iv) was subsequently lawfully disclosed to Licensee by a third party without any obligation of confidentiality; or (v) was independently developed by Licensee without use of or reference to any information or materials disclosed by Talend or its suppliers. Confidential Information shall include without limitation the Beta Software, Documentation, Performance Data, any Updates, information relating to Talend products, product roadmaps, and other technical, business, financial and product development plans, forecasts and strategies. Licensee shall not use any Confidential Information for any purpose other than as expressly authorized under this Agreement. In no event shall Licensee use the Beta Software or any Confidential Information to develop, manufacture, market, sell, or distribute any product or service. In no event shall Licensee disclose any Confidential Information to any third party. Without limiting the foregoing, Licensee shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of such Confidential Information.

  1. LIMITATION OF LIABILITY

IT IS UNDERSTOOD THAT THE BETA SOFTWARE IS PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES. ACCORDINGLY, THE TOTAL LIABILITY OF TALEND AND ITS LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED ($100) US DOLLARS.

IN NO EVENT SHALL LICENSEE OR TALEND OR ITS LICENSORS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF TALEND AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. WARRANTY DISCLAIMER

IT IS UNDERSTOOD THAT THE BETA SOFTWARE, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. THE BETA SOFTWARE, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TALEND AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Licensee acknowledges that Talend has not publicly announced the availability of the Beta Software, that Talend has not promised or guaranteed to Licensee that such Beta Software will be announced or made available to anyone in the future, that Talend has no express or implied obligation to Licensee to announce or introduce the Beta Software, and that Talend may not introduce a product similar or compatible with the Beta Software. Accordingly, Licensee acknowledges that any research or development that it performs regarding the Beta Software or any product associated with the Beta Software is done entirely at recipient’s own risk. Specifically, the Beta Software may contain features, functionality or modules that will not be included in the production version of the Beta Software, if released, or that will be marketed separately for additional fees.

  1. Contracting Party, Governing Laws, and Jurisdiction

9.1        General

a) If the Licensee has its registered office in the United States of America, South America, or Oceania (excluding Australia) then (i) Licensee is contracting with Talend Inc., 800 Bridge Parkway, Suite 200, Redwood City California 94065, United States, (ii) this Agreement shall be governed by the laws of the state of California, and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Federal Court for the northern district of California, or if that court lacks subject matter jurisdiction, in any California State Court located in Santa Clara county.

b) If the Licensee has its registered office in Canada then (i) Licensee is contracting with Talend (Canada) Limited, with its registered office located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC, V6C 2X8, Canada, (ii) this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, other than rules governing conflict of law, and the courts of the Province of British Columbia shall have jurisdiction to entertain any legal proceedings arising under this Agreement, and (iii) the parties hereby submit to the jurisdiction of the courts of the Province of British Columbia in respect of any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties.

c) If the Licensee has its registered office in Europe (except in Spain, Italy, the United Kingdom, Germany, Austria, Switzerland and Malta) or in Africa (except in Egypt and South Africa), then (i) Licensee is contracting with Talend SA, 9 rue Pages, 92150 Suresnes, France, (ii) this Agreement shall be governed by the laws of France and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Paris courts.

d) If the Licensee has its registered office in the United Kingdom, Sweden, Denmark, Norway, Finland, Malta or in the Middle East (Bahrein, Cyprus, Egypt, Israel, Jordan, Kuwait, Northern Cyprus, Oman, Palestine, Qatar, Saudi Arabia, Turkey, United Arab Emirates), or in South Africa, then (i) Licensee is contracting with Talend Ltd, Statesman House, Stafferton Way; Maidenhead, Berkshire SL6 1AY, United Kingdom, (ii) this Agreement shall be governed by the laws of England and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the London courts.

e) If the Licensee has its registered office in Germany, Switzerland or Austria, then (i) Licensee is contracting with Talend Germany GmbH, Bauncheidtstraße 17, 53113 Bonn, Germany, (ii) this Agreement shall be governed by the laws of Germany and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Bonn courts.

f) If the Licensee has its registered office in the Netherlands, then (i) Licensee is contracting with Talend Netherlands B.V., Herikerberweg 238 – 1101CM Amsterdam – The Netherlands, (ii) this Agreement shall be governed by the laws of the Netherlands and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Amsterdam courts.

g) If the Licensee has its registered office in Japan, then (i) Licensee is contracting with Talend KK, 5-10-13, Minami Aoyama, 107-0062 Tokyo Minato-ku, Japan, (ii) this Agreement shall be governed by the laws of Japan and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Tokyo district courts.

h) If the Licensee has its registered office in Asia, (Singapore, Malaysia, Indonesia, except Japan) then (i) Licensee is contracting with Talend Singapore Pte. Limited, a company incorporated in Singapore, with offices located at 38 Beach Road, South Beach Tower #29-11, Singapore 189767, (ii) this Agreement shall be governed by the laws of Singapore, and (iii) each Party submits to the exclusive jurisdiction of the courts of Singapore, and any courts competent to hear appeals from them in relation to any dispute regarding the interpretation, conclusion, performance or termination of this Agreement which is not resolved amicably by the Parties.

i) If the Licensee has its registered office in Australia, then (i) the Licensee is contracting with Talend Australia Pty Limited (ABN 64 608 467 652), a company incorporated in Australia with offices located at Level 36, 1 Macquarie Place, Sydney NSW 2000, (ii) this Agreement shall be governed by the laws of New South Wales, Australia, and (iii) each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia, and any courts competent to hear appeals from them in relation to any dispute regarding the interpretation, conclusion, performance or termination of this Agreement which is not resolved amicably by the Parties.

j) If the Licensee has its registered office in Spain then (i) Licensee is contracting with Talend Spain S.L – Travessera de Gracia 11, 08021 Barcelona – Spain, (ii) this Agreement shall be governed by the laws of Spain and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Barcelona courts.

k) If the Licensee has its registered office in Italy then (i) Licensee is contracting with Talend Italy SRL – Foro Buonaparte 70 – Milano 20121 – Italy (ii) this Agreement shall be governed by the laws of Italy and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Milan courts.

l) If the Licensee has its registered office in India, then (i) Licensee is contracting with Talend Data Integration Services Private Limited, 2nd Floor, A-Wing, Indiqube Alpha, Plot No.19/4 & 27, Kadubeesanahalli Village, Varthur Hobli, Bangalore, Karnataka – 560 103, (ii) this Agreement shall be governed by the laws of India, and (iii) any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the courts in Bangalore.

9.2        Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

  1. MISCELLANEOUS

10.1      Assignment. Licensee shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Talend. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns.

10.2      Export Regulation. Licensee acknowledges that Talend is subject to regulation by the U.S. government and its agencies, which prohibit export or diversion of certain technical products and information to certain countries and individuals. Licensee warrants that will comply in all respects with all such export and re-export restrictions applicable to the technology and documentation provided hereunder.

10.3      Entire Agreement. This is the entire agreement between the Parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.

10.4      Language. The governing language of this Agreement shall be in English. Any translation of this Agreement is made for information purposes only and the English language version shall govern and control in all cases.

10.5      Notices. Any notice or other communication under this Agreement given by either Party to the other will be deemed to be properly given if given in writing and delivered (a) in person or facsimile, if acknowledged received by return facsimile or followed within one day by a delivered or mailed copy of such notice, or (b) if mailed, properly addressed and stamped with the required postage; to Talend at its address specified in Section 9, and to Licensee at the address provided prior to downloading the Beta Software, or (c) by e-mail to Licensee at the address provided prior to downloading the Beta Software. Either Party may from time to time change its address for notices under this Section by giving the other Party notice of the change in accordance with this Section 10.5.

  • 10.6      Personal Data Processing. In the event that Talend processes any personal data subject to the Applicable Data Protection Law, the Data Protection Schedule set out in Exhibit A shall be incorporated into this Agreement by this reference. “Applicable Data Protection Law” shall mean 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, and repealing Directive 95/46/EC (General Data Protection Regulation) and any data protection laws in any European Union Member State including laws implementing such Regulation. Talend may act as a data controller with respect to personal data as further described in Annex A.

 

Exhibit A

Data Protection Schedule

 

  1. Data Protection

1.1. Definitions: In this Clause, the following terms shall have the following meanings:

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

(b) “Applicable Data Protection Law” shall mean[: (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data; and (ii) on and after 25 May 2018,] 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, and repealing Directive 95/46/EC (General Data Protection Regulation) and any data protection laws in any European Union Member State including laws implementing such Regulation.

1.2. Relationship of the parties: Licensee (the controller) appoints Talend as a processor to process the personal data that is the subject of this Agreement and as more particularly described in Annex A (the “Data“). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. Licensee hereby represents and warrants that Licensee complies with the requirements in the Applicable Data Protection Law in collecting and transferring the data to Talend and permitting Talend to act as a processor of the Data.

1.3. Prohibited data: Licensee shall not disclose (and shall not permit any data subject to disclose) any special categories of personal data to Talend for processing.

1.4. Purpose and Confidentiality limitation: Talend shall treat Data as Confidential Information, save that Clause 6.3 “Non-Applicability” shall not apply to Data. Talend shall process the Data in accordance with the use and confidentiality obligations set out in Clause 6.2. solely in accordance with documented instructions from Licensee, as more particularly described in Annex A (the “Permitted Purpose”) Where otherwise required by any European Union (or any European Union Member State) law applicable to Licensee, Talend shall notify Licensee prior to such processing unless Talend is prohibited by law from doing so. Talend shall inform Licensee if in its opinion an instruction of Licensee infringes Applicable Data Protection Law.

1.5. International transfers: Talend shall transfer the Data outside of the European Economic Area (“EEA“) in compliance with Applicable Data Protection Law.

1.6. Security: Talend shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident“).

1.7. Security incidents: Upon becoming aware of a confirmed Security Incident, Talend shall inform Licensee without undue delay and shall provide timely information and cooperation as Licensee may require in order for Licensee to fulfil its 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 and shall keep Licensee updated on all material developments in connection with the Security Incident.

1.8. Sub-processing: Further to Clause 3.6, Talend shall subcontract any processing of the Data to a third-party subcontractor (“Sub-processor“) in accordance with the Applicable Data Protection Law. Talend remains responsible to the Licensee for the provision of all applicable schedules. Licensee hereby consents to Talend engaging third party Sub-processors to process the Data. Talend will impose data protection terms on its Sub-processor to the same standard provided for by this Agreement. In the event that Talend adds or replaces any Sub-Processors, Talend will provide at least 10 days’ prior notice of the addition or removal of any Sub-processor (including details of the processing it performs or will perform).   Licensee may object to Talend’s addition or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Talend will either not appoint or replace the sub-processor or, if this is not possible, Licensee may suspend or terminate this Agreement (without prejudice to any fees incurred by Licensee prior to suspension or termination).

1.9. Cooperation and data subjects’ rights: Talend shall provide reasonable and timely assistance (including by appropriate technical and organisational measures) to Licensee at Licensee’s expense (to enable Licensee to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data.   In the event that any such request, correspondence, enquiry or complaint is made directly to Licensee, Talend shall promptly inform Licensee providing full details of the same.

1.10. Data Protection Impact Assessment: If Talend believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall promptly inform Licensee and provide Licensee with all such reasonable assistance as Licensee may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.

1.11. Deletion or return of Data: Upon termination or expiry of this Agreement, Talend shall (at Licensee’s election) destroy or return to Licensee all Data (including all copies of the Data) in its possession or control (including any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that Talend is required by any European Union (or any European Union Member State) law to retain some or all of the Data.

1.12. Audit: Licensee acknowledges that Talend are regularly audited against SOC 2 and 3 standards by independent third party auditors. Upon request, Talend shall supply a summary copy of its audit report(s) to Licensee, which reports shall be subject to the confidentiality provisions of this Agreement. Talend shall also respond to any written audit questions submitted to it by Licensee, provided that Licensee shall not exercise this right no more than once per year, provided that such audit will not be exercised in a manner that (i) disrupts Talend’s normal business operations (ii) does not cause Talend to breach any obligation of confidentiality to a third party, whether imposed by regulation or contract.

 

Annex A

Data Processing Description

This Annex A forms part of the Agreement and describes the processing that Talend will perform on behalf of Licensee.

a. Talend as data controller:

  1. For Talend Software delivery and Use Manager
    Talend requires contact information (at minimum, an email address) for the purposes of verification and delivery of Talend Software, and to monitor the usage of Talend Software.

  2. For Consulting Services or Training Services

    Talend requires contact information (at minimum, the name, email address and phone number) of a person who will act as the single point of contact for managing the Consulting Services or Training Services delivered to the Licensee. Such person may be an employee or contractor of the Licensee.

    During the delivery of Consulting or Training Services, Talend will encounter persons from the Licensee during the delivery such services. Personal Data obtained during such interaction will be used to enhance the services, or the communications required for proper delivery of such services.

  3. For Support Services

    Talend requires contact information (at minimum, the name, email address and phone number) of a person (or persons) who will be entitled to raise Support Service tickets to Talend. Such person may be an employee or contractor of the Licensee.

    During the delivery of Support Services, Talend will encounter persons from the Licensee organization contacting Talend for Support Services. Personal Data obtained during such interaction will be used for verification, authentication, and delivery of the Support Services.

  4. Cloud Services Delivery
    Talend requires contact information (at minimum, the name, email address and phone number) for the purposes of login, authentication, and delivery of the Cloud Services.

  5. Customer Relationship Management
    Talend will retain all Personal Data provided to Talend in the course of Items 1 to 4 within a Customer Relationship Management system, which is provided by a third-party services provider, to contact You with respect to further products and services, or to enhance Your customer experience with Talend.

 

b. Talend as Data Processor:

  1. Licensee’s Personal Data Processing

    Talend acknowledges that Licensee may:

    submit Personal Data to the Talend Cloud Services for processing; or require Consulting Services where Talend would be required to process Licensee’s Personal Data as part of the Consulting Services.

    In compliance with the Applicable Data Protection Law, prior to submitting Personal Data to Talend, the Licensee should provide to Talend a written description of (i) the description of the Personal Data submitted to the Cloud Services and/or Consulting Services (ii) the data subjects impacted by the submission of such data to Cloud Services and./or Consulting Services and (iii) a description of the processing of the Personal Data using Talend Cloud Services, in the then-current Customer Personal Data Processing Form, available to Licensee on request.