Informatica Cloud Subscription Addendum
BY EXECUTING AN ORDER OR SOW THAT INCORPORATES THE TERMS OF THIS INFORMATICA CLOUD SUBSCRIPTION ADDENDUM(“ADDENDUM”) BY REFERENCE OR BY COMPLETING ANY ONLINE ENROLLMENT FORM OR CLICKING THE ACCEPTANCE CHECK BOX
DISPLAYED AS PART OF AN ENROLLMENT PROCESS, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. BY ACCEPTING THESE TERMS
ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE
CUSTOMER TO THE AGREEMENT, “INFORMATICA” REFERS TO THE INFORMATICA LEGAL ENTITY SET FORTH ON YOUR ORDER OR SOW. ALL
HEADINGS ARE FOR EASE OF REFERENCE AND ARE FOR CONVENIENCE ONLY, AND DO NOT AFFECT INTERPRETATION. THIS ADDENDUM
AMENDS THE UNDERLYING AGREEMENT BETWEEN INFORMATICA AND CUSTOMER (“UNDERLYING AGREEMENT”).
1.

SCOPE OF USE

Definitions:
Cloud Services means Informatica-branded offerings made available to Customer on demand via the Internet from equipment owned or operated
by or for Informatica.
Products means Cloud Services and Software.
Professional Services and Education Services mean consulting and training services, respectively.
Services means Support Services, Professional Services, or Education Services, as applicable.
Support Services means, as applicable to the Customer Order, access to the Informatica help desk and to updates, upgrades, patches, and bug
fixes to the Products.
1.1 Cloud Services. When Customer enters into an order form (“Order”) for Cloud Services, Informatica gives Customer non-exclusive, nontransferable, worldwide access by Customer’s authorized users (“Users”) to use the Cloud Services and any associated Software during theterm set forth in the Order (“Order Term”), subject to the terms of the Agreement (as defined in Section 1.2 below). Cloud Services will beavailable as set forth in the Service Level Commitment at https://www.informatica.com/content/dam/informaticacom/en/docs/legal/service-level-commitment.pdf. Customer must protect the secrecy of user IDs and passwords and notify Informatica
promptly of any suspected breach of security or unauthorized use, copying or distribution. Cloud Services offerings may require a limited-use
subscription to on- premise Software, in which case Informatica grants Customer a non-exclusive, non-transferable, non-sublicensable license
for the Order Term to use, in object code format, the Software identified in the Order and any associated Support Services, subject to theterms of the Agreement and applicable Order.
1.2 Usage Requirements. Products and Services shall be used solely for Customer’s internal data processing and computing needs inaccordance with the terms of this Addendum, the applicable Order, and the applicable provisions in the Informatica Cloud and Product
Description Schedule referenced in the applicable Order, and if the Products or Services include the processing of personal data by
Informatica,
thedataprocessing
agreement
athttps://www.informatica.com/content/dam/informaticacom/global/amer/us/docs/legal/online-data-processing-agreement.pdf (collectively with the Underlying Agreement, the “Agreement”).
Customer shall not (a) make the Products and Services available to unauthorized third parties; (b) use the Products for outsourcing or service
bureau purposes; (c) use the Products and Services in a manner that infringes the rights of Informatica or third parties, or otherwise use theProducts or Services that is unlawful in any geography from which the Products or Services are accessed or used; (d) distribute, sell,
sublicense, subcontract, or otherwise transfer copies of, or rights to, the Products or Services or any portion thereof; (e) use the artificial
intelligence (“AI”) features of the Products and Services in a manner that (i) would impose legal or other significant effects on individuals, or(ii) may result in the AI features or resulting AI system being deemed high risk or equivalent under applicable law; (f) exceed any applicableusage or storage capacity limit; (g) damage, disable, overburden, impair, interfere with, or disrupt the Cloud Services, or attempt to gain
unauthorized access to any systems or networks connected to them; or (h) use the Products or Services except as expressly permitted. No
third-party software that is provided with the Products may be used independently from the Products. Unless otherwise mutually agreed inwriting and except as specified by law, Customer agrees not to adapt, translate, reverse engineer, decompile, or otherwise derive the sourcecode for the Products or any of the related features of the Products or to allow third parties to do so. Customer cannot use the Products orServices for benchmarking or other competitive purposes.
1.3 Service Providers. Customer may allow its external service provider(s) (“Service Provider(s)”) to use the Products and Services on
Customer’s behalf in accordance with the Agreement, and no duplication of the quantities of Products is permitted. Customer is responsible
for each Service Provider’s compliance with the Agreement.
1.4 Documentation. Customer can print a reasonable number of copies of the standard documentation provided with the Products(“Documentation”) solely for internal use.
1.5 Proprietary Rights. Informatica owns all patent, copyright, trade secret, trademark, and other proprietary rights in and to (a) the Products
and Services and any corrections, bug fixes, enhancements, updates, or other modifications and derivatives to the Products and Services
and deliverables; and (b) all pre-existing and independently developed Informatica furnished technology and materials, and all modifications
and derivatives thereof. Informatica reserves all rights not expressly granted to Customer.
1.6 Customer Data. Customer owns and controls all data Customer submits to the Products or Services for processing (“Customer Data”).
Customer (a) has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of, and intellectual property
rights in, all Customer Data, the use of AI generated outputs relating to Customer Data, and the jurisdiction from which Customer Data
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originates; (b) shall backup Customer Data; and (c) shall ensure that the provision of Customer Data to Informatica for processing complies
with all applicable laws. Cloud Services do not transfer Customer Data to Informatica systems other than the data center from which the
Cloud Services are provided to Customer.
1.7 Usage Information. Software will automatically transmit to Informatica information about the computing and network environment in which
the Software is deployed, including IP address and the data usage and system statistics of the deployment. This information will be used to
improve the customer experience, including facilitation of Support Services and deployment and usage analysis. Customer may disable theSoftware’s collection of such information by following instructions available upon installation and in the Documentation. Cloud Services willautomatically collect information about the operation, organization, and use of the Cloud Services, including Metadata as described in the
Cloud and Support Security Addendum (available at https://www.informatica.com/content/dam/informatica-com/en/docs/legal/onlinecloud-and-support-security-addendum.pdf). This information will be used to improve the customer experience, including facilitation of
Support Services, deployment and usage analysis, and usage suggestions. Subject to Customer’s opt-out rights, Customer Business
Metadata and Technical Metadata that does not include personal information will be used to improve the Software and Cloud Services,
including training AI features. Collection of this information by Cloud Services, including any associated Software, is necessary to provide
the Cloud Services and cannot be disabled.
1.8 Privacy and Security. Informatica follows the privacy policy available at https://www.informatica.com/privacy-policy.html. Cloud Services
may use third-party infrastructure independently audited and certified as SOC 2 compliant. Informatica processes Customer Data via the
Products and Services consistent with the terms of the Agreement and Customer’s reasonable instructions. Informatica may transfer
Customer Data to subprocessors in connection with Informatica’s provision of the Cloud Services as specified athttps://www.informatica.com/legal/informatica-subprocessors.html and will prohibit them from using Customer Data in a mannerinconsistent with the Agreement and the applicable Order or Statement of Work (“SOW”). Informatica will maintain reasonable administrative,
physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data as described in the Security
Addendum. Those safeguards will include measures for preventing access, use, modification, and disclosure of Customer Data except (a)to provide the Products and Services, (b) as permitted under the Agreement, or (c) as compelled by law.
1.9 Evaluation. Informatica may offer optional evaluations, including for beta testing, in a nonproduction instance only for Customer’s internal
evaluation purposes using test data for the time period designated in the applicable Order (or thirty (30) days if no specific time period isdesignated). Evaluation Products and Services may be incomplete or include features not included in the later commercially available
version. Evaluation Products and Services are made available “as is” without warranty, indemnity, Service Level Commitment, or Support
Services.
2.

SUPPORT SERVICES
Subject to payment of the applicable Support Services fees (“Support Fees”), Informatica will provide the Support Services for the Products
as set forth in the Order and the Informatica Global Customer Support Guide available at https://network.informatica.com/docs/DOC-3015.

3.

FEES, CHARGES, TAXES AND DELIVERY

3.1 Initial Fees. Except as otherwise provided in the applicable Order, (a) Informatica will send Customer an invoice for the initial Products andServices Fees upon execution of and per the payment terms set forth in the Order; (b) in cases of a multi-year Order Term, Informatica will
invoice Customer before each anniversary of the Order’s effective date; and (c) Orders placed through a marketplace will be invoiced per theapplicable marketplace payment terms; and (d) Orders through a transaction partner will be invoiced by Informatica to the transaction partner
and Customer will pay the transaction partner.
3.2 Renewals. Except as otherwise provided in the applicable Order, Informatica will (a) send Customer a quote (“Renewal Quote”) approximately
sixty (60) days prior to the end of the Order Term of the then-current Order, and (b) invoice Customer upon execution of the renewal Order(“Renewal Order”) in accordance with Section 3.1.
3.3 No Modifications. Except as otherwise provided in an applicable Order, (a) quantities and duration may not be decreased during theapplicable term of an Order (“Order Term”), and (b) all payment obligations for the Order Term are non-cancelable and non-contingent andall amounts paid are nonrefundable except as expressly set forth in this Addendum.
3.4 Review. Informatica may, on at least ten (10) business days’ prior written notice and not more than once every twelve (12) months, during
Customer’s normal business hours, review and validate Customer’s compliance with the Agreement and deployment of the Products.
Customer agrees to provide accurate and complete information within ten business (10) days of Informatica’s request in a form and format
reasonably satisfactory to Informatica, and to immediately remit to Informatica any shortfall in payment disclosed by the review including
any late charges.
3.5 Delivery. The Products, Documentation, and all Support Services shall be delivered electronically.
4. PROFESSIONAL SERVICES AND EDUCATION SERVICES
4.1 Professional Services and Education Services. Informatica will provide Customer with Professional Services and Education Services
described in the applicable Order or SOW.
4.2 Scope, Fees, and Expenses. Each Order or SOW shall contain the scope and charges for the applicable Professional Services or Education
Services, which shall be provided on a time and materials basis unless otherwise specified. Customer will reimburse Informatica forreasonable travel and living expenses. Informatica can charge a reasonable fee per consultant if the Professional Services or Education
Services are rescheduled less than three (3) business days prior to the scheduled date.
4.3 Use of Materials Furnished with Professional Services and Education Services. Customer has a non-exclusive, world-wide, royalty-freelicense to use, copy, and allow Customer’s authorized users to use materials furnished by Informatica in connection with the Professional
Services or Education Services (other than commercially available Informatica Products and Services, Documentation, and Informatica
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training materials) solely as part of the project for which the material was delivered and in accordance with the terms of the Agreement andthe applicable Order or SOW.
5. PERFORMANCE
5.1 Products:
The Cloud Services will be provided in a manner consistent with the applicable Documentation under normal use and circumstances during
the Order Term. If the Product does not perform as set forth above, Customer must tell Informatica so in writing during the applicable time
period, and Informatica will use reasonable efforts to correct any deficiencies in the Product or replace it to remedy the nonconformity.
Customer’s sole and exclusive remedy, and Informatica’s sole obligation in the event of nonconformity of the Product, will be the correctionof the condition making it nonconforming.
Customer must provide all information reasonably requested to enable Informatica to cure the nonconformity. The above remedies do not
apply to defects resulting from accident, abuse, unauthorized repair, modifications, misapplication, or use of the Product that is otherwisematerially inconsistent with the Documentation.
5.2 Professional Services and Education Services. Professional Services and Education Services will be provided in a professional manner. The
Professional Services or Education Services will substantially conform to the agreed upon specifications set forth in the applicable Order or
SOW. If Customer notifies Informatica of a nonconformity within thirty (30) days after delivery of the Professional Services, then at no
additional cost, Informatica will promptly re-perform the applicable Professional Services, which is Customer’s sole remedy.
5.3 EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT
LIMITATION ALL INFORMATICA CONTENT, ARE PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS,REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY,AVAILABILITY, QUALITY, SUITABILITY, ACCURACY, COMPLETENESS, OR INTEROPERABILITY, ARE HEREBY DISCLAIMED TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INFORMATICA AND ITS SUPPLIERS AND TRANSACTION PARTNERS.
6. INTELLECTUAL PROPERTY INDEMNIFICATION
6.1 If a third-party claim asserts that a Product or Service infringes the third party’s patent, copyright, or trade secret, then Informatica will
indemnify, defend, and hold Customer harmless from any fees, fines, or other amounts finally awarded by a court of competent jurisdiction
or included in a settlement approved by Informatica, if Customer promptly notifies Informatica of the claim and upon request provides all
reasonably relevant information and cooperation. Informatica has the right to control and direct the defense and settlement of the claim.
Informatica has no responsibility for claims arising from (a) any modification or unauthorized use of the Product or Service; (b) Customer’s
failure to deploy updates available to customers current under Support Services; (c) a combination of the Product or Services with nonInformatica programs or items if the claim would have been avoided by using the Products or Services without such combination; or (d)Customer’s instructions.
6.2 If a Product or Service is likely to or does become the subject of a claim of infringement, then Informatica may, at its sole option and expense:(a) modify the Product or Service to be non-infringing while preserving substantially equivalent functionality; (b) obtain for Customer a rightto continue using the Product or Service; or (c) terminate the subscription to the Product which is the subject of the claim and refund any
prepaid, unused fees for the remainder of its Order Term. The foregoing states Customer’s sole and exclusive remedy with respect to any
claim that a Product or Service infringes a patent, copyright, or trade secret.
7. TERM, TERMINATION; EFFECTS OF TERMINATION
7.1 Order Term. Customer can acquire Product Subscriptions and Support Services identified on an Order and Professional Services andEducation Services as specified in an Order or SOW. Each Order or SOW is a separate contractual commitment. Unless otherwise stated in
the Order, the Order Term is the period specified in the applicable Order, commencing on the date of delivery.
7.2 Either party has the right to terminate this Addendum and any and/or all rights granted under this Addendum upon written notice to the otherparty if the other party: (a) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable ofbeing cured, has not been cured within thirty (30) days after receipt of written notice of such default; or (b) becomes insolvent, makes ageneral assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject
to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise. A
breach by either party of an Order or SOW is not automatically deemed to be a breach under any other Order or SOW or the Agreement.
7.3 Immediately upon termination, all rights hereunder and rights to use shall terminate, and Customer must stop using the Products andServices. Within five (5) days after termination Customer will de-install any Software and all copies and (a) return the Software and all copiesor (b) destroy the Software and all copies and certify in writing that they have been destroyed.
7.4 Sections 1.5, 1.6, 1.7, 3, 4.3, 5.3, 7, 8, 9.1, 9.3 and 9.4 shall survive termination of this Addendum.
8. LIMITATION OF LIABILITY
8.1 EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED AS A MATTER OF LAW, BREACH OF, OR INDEMNITY FOR,INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND PAYMENT OBLIGATIONS, (A) IN NO EVENT WILL EITHER PARTY OR
INFORMATICA’S SUPPLIERS AND TRANSACTION PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND(B) THE LIABILITY OF INFORMATICA AND ITS SUPPLIERS AND TRANSACTION PARTNERS TO CUSTOMER ARISING FROM THISINFORMATICA CLOUD SUBSCRIPTION ADDENDUM 07.24 CONFIDENTIAL© COPYRIGHT INFORMATICA LLC

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AGREEMENT OR THE USE OF THE PRODUCTS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDINGCONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL NOT EXCEED TWELVE (12) MONTHS’ FEES PAID FOR THE
PRODUCTS OR SERVICES GIVING RISE TO THE APPLICABLE LIABILITY.
9.

GENERAL9.1. Neither party will be liable for non-performance or performance delays due to events or conditions beyond the affected party's control.
9.2. Each Order and SOW is a separate contractual commitment. If there is a conflict between the terms of the Underlying Agreement and thisAddendum with respect to the Cloud Services and associated Software and Services, this Addendum will prevail. The Agreement
supersedes other communications between the parties, including provisions in a Customer’s Purchase Order. The Agreement may not be
amended except in writing mutually executed by the parties. This Addendum may be executed electronically, and in one or morecounterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one agreement.
9.3. For US Government only If Customer is a branch or agency of the U.S. Government, use, duplication, or disclosure of the Products is subject
to the restrictions set forth in this Agreement except that this Agreement shall be governed by federal law. Any additional rights or changes
desired by the U.S. Government shall be negotiated with Informatica consistent with this Section 9.3.
9.4. For Canada only Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédiges en anglais.
Customer has required that this Agreement and all documents relating thereto be drawn-up in English.

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