Effective March 27, 2023
READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY, TOGETHER WITH THE APPLICABLE ONLINE ORDER FORM ON WHICH THEY ARE REFERENCED AND OTHER DOCUMENTS INCORPORATED THEREIN, CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN ANY USE OF THE CLOUD SERVICE (AS DEFINED BELOW). BY ORDERING AND/OR RENEWING THE CLOUD SERVICE, INCLUDING WHETHER ON A TRIAL, BETA, OR EVALUATION BASIS, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS WITH TALEND, INC. (“TALEND”), UNLESS CUSTOMER HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH TALEND FOR THE CLOUD SERVICE. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCESS OR USE THE CLOUD SERVICE.
Definitions. Any capitalized terms not defined herein will be defined in the TGT.
1.2. “Billing Cycle” means the billing frequency specified in the Order Form.
1.3. “Cloud Service” means the Stitch software-as-a-service as ordered by Customer on the applicable online order.
1.4. “Customer” means the legal entity indicated on the applicable online order. The individual processing the online order warrants they have the authority to bind Customer to this Agreement.
1.5. “Overage” means any use of the Cloud Service in excess of the parameters, as set out in the Order Form, as shown on Customer’s home page.
1.7. “Sensitive Personal Information” means the following types of data: any Financial Information (including, without limitation, Billing Information and cardholder or sensitive authentication data, as those terms are defined under the Payment Card Industry Data Security Standard); Personally Identifiable Financial Information, as defined by and subject to the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); country identification numbers, (including, without limitation, Social Insurance Number, Social Security Number, or other governmentally-issued identification number such as driver’s license or passport number drivers’ license numbers); data on any minor under the age of thirteen that would be subject to the Children Online Privacy Protection Act (“COPPA”); education records, Protected Information, included Educational Records, as defined under the Family Educational Rights and Privacy Act of 1974 (“FERPA”); any Protected Health Information as defined by, and subject to, the Health Insurance Portability and Accountability Act (“HIPAA”); Sensitive Data, as defined under applicable U.S. State law; Special Categories of personal data identified in Article 9 of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and personal data relating to criminal convictions and offences.
1.8. “Support Policy” means the Talend Support Policy for Talend Software and Cloud Services as found in the Service Description Guide, available at https://www.talend.com/legal-agreements/.
1.9. “Talend General Terms” means the general terms and conditions for the Cloud Service found at https://www.talend.com/legal-agreements/.
Fees; Payment Processing; Suspension.
2.1. Fees will be automatically charged based on the applicable Cloud Service plan ordered by Customer. Talend may suspend Customer’s access to the Cloud Service upon written notice for Customer’s failure to pay any applicable fees. Talend will promptly restore the suspended Customer’s access to the Cloud Service upon receipt of all applicable fees owed, including interest.
2.2. Talend uses a third-party payment processing service to process all Cloud Service transactions (“Payment Processing Provider”). Customer shall provide either a valid credit card, or other acceptable method of electronic payment as approved by Talend, to Talend’s Payment Processing Provider and shall take all necessary steps to authorize automatic payment, as follows: (i) the Payment Processing Provider may, as applicable, automatically charge fees and any applicable taxes in advance on the periodic basis (i.e., monthly or annually) set forth in the online Order Form; and (ii) for Overages and/or any upgrades to the Cloud Service, the Payment Processing Provider may, as applicable, automatically charge the associated Overages and/or fees and any applicable taxes in arrears or at the time the applicable upgrade order is placed, respectively. Customer consents to the disclosure of billing information to such Payment Processing Provider. Customer may receive a receipt upon Talend’s receipt of payment or may obtain a receipt from the Cloud Service to track your subscription status and fees. Any failure by Customer to provide the electronic payment information within ten (10) days of the execution of an online Order Form or commencing use of the Cloud Service on a non-trial basis may result in the cancellation of the transaction by Talend. Customer hereby waives any requirement it may have to process payments under an invoice via a purchase order and agrees to pay Talend in accordance with the payment methods described in this Section. Customer agrees to promptly notify Talend of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of any fees.
Term; Entire Agreement; Survival.
3.1. Notwithstanding anything to the contrary in the Talend General Terms, the term of the Agreement shall commence upon Customer’s completion and submission of the Order Form and shall continue until terminated.
3.2. Either party may terminate the Agreement at any time, for any reason or no reason whatsoever, by delivering notice of termination to the other party. In the event of such termination by Talend, (i) the Agreement and the Cloud Services shall terminate as of the desired effective date in the notice, and (ii) Customer shall be entitled to a pro rata refund of any prepaid unused fees. In the event of such termination by Customer, (i) if Customer is on a monthly Billing Cycle, then the Agreement and the Cloud Service shall terminate immediately and Customer shall be entitled to a pro rata refund of any prepaid unused fees, or (ii) if Customer is on an annual Billing Cycle, then the Agreement and the Cloud Service shall terminate at the end of the Billing Cycle and in no event will Customer be entitled to any refunds. Customer may submit a notice of termination within the Cloud Service.
3.3. This Agreement supersedes all prior written or oral agreements between Customer and Talend, including its Affiliates, for the Cloud Service. Unless otherwise specified herein, Talend may modify this Agreement at any time and will provide written notice of such update upon a reasonably material change in the terms.
3.4. The preamble and sections 1, 2, 3, and 5 of these Terms and Conditions shall survive termination or expiration of the Agreement.
Sensitive Personal Information
4.1. In the event Customer believes it is a “Covered Entity” or “Business Associate” and, to the extent Talend receives, maintains, transmits, uses or discloses 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. 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 regardless of whether Customer has executed such DPA. 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, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices.
4.3. Talend designs its Cloud Service to allow Customers to achieve differentiated configurations, select different sources and destinations, enforce user access controls, and manage data categories that may be populated and/or made accessible on a country-by-country basis. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any law. Customer understands that it has an independent duty to comply with any and 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.
5.1. All notices to Customer will be in writing and deemed given when delivered to Customer’s email address set forth in the applicable online Order Form. Unless otherwise indicated herein, legal notices to Talend shall be in writing and deemed given when delivered to firstname.lastname@example.org.