Keboola Connection - Enterprise Architecture Software
Keboola Connection Streamline your work with integrated tools.
KEBOOLA CONNECTION PLATFORM ACCESS
Last Updated: November 10th, 2017 Last Reviewed: March 30th, 2022 This Master Software Subscription Agreement (the “Agreement”) is entered into by and between Keboola and the Client, as such parties are identified and defined in a fully executed Keboola Order Form (“Order Form”), as of the Effective Date stated on the first Order Form entered into by the parties
IN CONSIDERATION of the mutual covenants, terms, and conditions set forth below in this Agreement (which includes any Order Form), the adequacy of which consideration is accepted and acknowledged by the parties, the parties agree as follows:
*Keboola is a data operations platform enabling teams to focus on collaboration and insights through automated workflows, collaborative workspaces, and secure experimentation. Empower your data science, analytics, and business teams by simplifying data management on a globally distributed scale.
1 1 “Affiliate” means any affiliate or entity within the Keboola group of companies, which has the legal right to use the “Keboola” trade name and trademark, and provided that such affiliate or entity has been certified by the controlling or managing principals of the Keboola group of companies as an Affiliate pursuant to an “Affiliate Certificate”
1 2 “App Store” means Keboola’s Data App Store, which may be accessed through the user interface of the Keboola Connection software, through which persons may purchase and access apps produced by Keboola, Affiliates or third parties
1 3 “Intellectual Property Rights” means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity and similar rights of any type, including any applications, continuations, or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority
1 4 “Keboola Apps” means software applications which may be accessed or purchased through the App Store, and which may be integrated with KBC and related services, and includes apps produced by Keboola, Affiliates, and third parties
1 5 “Keboola Authorized Reseller” means a party authorized by Keboola, pursuant to a separate Authorized Reseller agreement, and as evidenced by an Authorized Reseller certificate issued by Keboola, to market and sell access to the Keboola Connection software on behalf of Keboola, and/or on behalf of an Affiliate Such Keboola Authorized Reseller is authorized to collect Fees for the Services and remit the Fees to Keboola and/or an Affiliate as the case may be 1 6 “Keboola Connection” or “KBC” means Keboola’s subscription-based software-as-a-service data warehousing solution and ETL platform that facilitates the extraction, transformation, loading and storage of data from various sources, including the App Store and Keboola Apps accessible through the App Store, and is accessible at https://connection keboola com or subdomains of that URL 1 7 “Personal Information” means any and all personally identifiable information of the Client, including without limitation, the Client’s accounts, account numbers, names, addresses, social security numbers, or any information derived therefrom 1 8 “Privacy Laws” means any applicable privacy laws
1 9 “Terms Of Service” means the rules of conduct governing the use of KBC, as posted online at https://www keboola com/terms-and-conditions and as amended from time to time
1 10 “Third Party Materials” means any code, libraries, programs, software, documentation, content or other intellectual property of any type, whether freely available to third parties or not, which was developed by a third party and for which Keboola has a license or right (including rights under digital commons) to use such property in connection with rendering the Services under this Agreement
1 11 All references to currency amounts shall be in United States Dollars unless otherwise stated in an Order Form
1 12 The use of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement
2 1 Description of Services Subject to the terms and conditions of this Agreement, in exchange for the Fees (defined in Section 3 1), Keboola shall provide the Client, or shall cause to be provided to the Client:
2 3 Keboola Terms of Service At the direction of the Client, Keboola or Affiliates shall provide Services directly to the Client or to customers of the Client on the Client’s behalf The Client agrees and acknowledges that access to KBC shall be subject to and conditional on a prospective KBC user, whether that prospective user is an employee of the Client or not, accepting Keboola’s KBC Terms Of Service
2 4 Access to App Store Clients may access the App Store through functionality provided by the KBC software and use the same to obtain access to Keboola Apps For greater certainty, without limiting the generality of the foregoing, the App Store forms part of the KBC software and the Services and are subject to this Agreement Access to certain Keboola Apps may require the payment of additional fees and the Client agrees to pay such fees in addition to the fees referenced in section 3 of this Agreement in order to access such apps Certain Keboola Apps may also be the property of third parties and subject to third-party terms and conditions in addition to those set out in this Agreement The Client’s use of KBC and related Services integrated with third-party Keboola Apps shall be pursuant to the following:
2 5 Service Restrictions Client shall only use the Services for the Purpose (as defined an Order Form), and hereby accepts and acknowledges that any other use of the Services is prohibited unless expressly pre-approved by Keboola in writing
3 1 In exchange for Keboola’s obligations under this Agreement, Client shall pay Keboola the fees set forth in the applicable Order Form (the “Fees”)
3 2 The Client may, from time to time, subscribe for or purchase access to certain Keboola Apps The Client hereby acknowledges and agrees that each Keboola App may be governed by separate opt-in terms and conditions (“Application Terms”), and that this Agreement only governs the Client’s use of such Keboola App in conjunction with and subject to the applicable Application Terms with regard to the subject Keboola App Any fees payable by Client in connection with the Keboola Apps may be invoiced by Keboola to the Client separately from, or together with, any invoice for the Fees For certainty, fees charged for Client’s use of Keboola Apps are in addition to the Fees
3 3 Subject to applicable law, all payments are due in U S Dollars, unless otherwise specified in the Order Form, within thirty (30) days of Client’s receipt of an undisputed invoice Client shall reimburse Keboola for any expenses specified as recoverable expenses in the applicable Order Form Fees under an Order Form are subject to change if Client requires Keboola to modify Services according to Client requested changes to specifications or features of Services
3 4 Client hereby acknowledges and agrees that Keboola may engage Affiliates or Keboola Authorised Resellers to provide any part or all of the Services, and that Keboola may therefore permit such Affiliates or Keboola Authorised Resellers to invoice Client and accept Fees on Keboola’s behalf Keboola shall provide prior written notice to Client consenting to such practice, if applicable, and if so authorized, payment of such Fees to such Affiliate or Keboola Authorized Reseller shall be sufficient to discharge Client’s obligations relating to such payment and shall constitute consideration, in addition to other consideration, under this Agreement
4 1 Keboola hereby represents and warrants to Client that:
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