TRIFACTA TERMS AND CONDITIONS

1. LICENSE
1.1 Software License. Subject to the terms and conditions of this Agreement, during the Term (as specified on the Trifacta Order Form), Trifacta grants to the Customer identified on the Trifacta Order Form a non-exclusive, non-transferable, non-sublicensable license to use the Trifacta Software (as defined below) solely for the Customer's internal business purposes, solely in accordance with the written and/or electronic end user or technical documentation pertaining to the Trifacta Software that is provided by Trifacta to Customer with the delivery of the Software (the "Documentation") and only for the number of Seats and/or Nodes set forth in the Trifacta Order Form (the "Scope"). For the purposes of this Agreement, "Trifacta Software" shall mean: (a) the object code version of the software products listed below for the quantities identified, and (b) any Documentation, and (c) any updates, upgrades, and/or modifications of the forgoing which are provided to the Customer pursuant to the terms of this Agreement.
1.2 Restrictions. Customer shall not, and shall not authorize any third party to: (i) sublicense, use or duplicate the Trifacta Software, or any portion thereof, except as expressly authorized in this Agreement; (ii) use the Trifacta Software by, or for the benefit of any third party; (iii) modify, translate, or prepare derivative works based upon the Trifacta Software; (iv) reverse-compile or decompile, disassemble or otherwise reverse engineer the Trifacta Software, except to the extent expressly required to be permitted by applicable law; (v) rent, lease, loan, sell, transfer, or distribute the Trifacta Software, or any copy or portion thereof, to any other person or entity; and/or (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the Trifacta Software. Except for the license expressly granted by Trifacta to Customer under this Agreement, Trifacta reserves all right, title and interests in and to the Trifacta Software and any derivative works derived therefrom, and all intellectual property rights therein.
1.3 Software Support. Subject to Customer's payment of the applicable Fees for the license, Trifacta shall provide Support for the Trifacta Software as set forth in Exhibit A during the Term.

2. SERVICES.
2.1 Onboarding Services. If Customer has elected to purchase onboarding services related to the Trifacta Software ("Onboarding Services") as set forth on the Trifacta Order Form, Trifacta will use reasonable commercial efforts to provide those Onboarding Services to Customer in accordance with the Onboarding SOW.
2.2 Customer Obligations. Customer understands that, in order to perform the Onboarding Services and to deliver the deliverable(s) in a timely and accurate manner, Trifacta will need to rely on Customer for access to certain customer hardware, software, systems, data and personnel, and that Trifacta's performance is dependent in part on Customer's actions, including the timely delivery of information/material, the timely performance of certain tasks. Accordingly, Customer will use reasonable commercial efforts to timely provide Trifacta with any items and assistance specified in the relevant statement of work. Any dates or time periods relevant to Trifacta's performance will be extended appropriately and equitably to reflect any delays resulting from Customer actions or inactions or changes to customer products or systems.

3. PAYMENT.
3.1 Fees. In consideration of the license to the Trifacta Software granted hereunder, Customer shall pay to Trifacta the Subscription Fees in the amounts and at the times specified in the Trifacta Order Form.
3.2 Tracking; Reporting. At anytime during the Term, if Customer wishes to increase the Scope, then Customer shall notify Trifacta and the parties shall execute an additional Trifacta Order Form and Customer shall pay the applicable Fees and after the relevant payment has been received, the Scope shall be amended to reflect this change.
3.3 Payment Terms. All fees paid under this Agreement (collectively "Fees") shall be payable in U.S. dollars and are due within thirty (30) days of Trifacta's invoice. Excluding taxes based on Trifacta's income, Customer is liable for all taxes, duties and customs fees associated with the Fees, whether or not Trifacta invoices Customer for taxes, duties or customs fees. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. For the avoidance of doubt, except as otherwise expressly provided in this Agreement, Customer shall not be entitled to any refund of any Fees paid for the Trifacta Software if Customer fails to use full Scope of the license during the applicable License Term.

4. TERM AND TERMINATION
4.1 Term. The term of this Agreement shall commence on the Effective Date set forth on the Trifacta Order Form and shall continue for the initial term set forth on the Trifacta Order Form (the "Initial Term"), subject to termination as set forth in Section 4.2.
4.2 Termination. Notwithstanding the foregoing, this Agreement may be terminated by either party: (i) upon thirty (30) days written notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that thirty (30) day period; or (ii) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations; or (iii) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding is filed against it (and not dismissed within ninety (90) days); or (iv) effective immediately, upon any breach of Section 1.2 or Section 6.4 of this Agreement.
4.3 Effect of Termination. Upon any expiration or termination of this Agreement: (i) all licenses and rights granted by Trifacta to Customer hereunder shall terminate; and (ii) Customer will cease all use of the Trifacta Software; and (iii) and Customer shall immediately return to Trifacta the Trifacta Software, all duplicates, and any Trifacta Confidential Information; and (iv) Customer shall pay to Trifacta within thirty (30) days of the date of termination any fees accrued prior to the date of termination.
4.4 Survival. The provisions of Sections 1.2, 3, 4, 5, 6.3, 6.4, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of this Agreement.

5. INDEMNIFICATION
5.1 Trifacta, at its own expense (including payment of attorneys fees, expert fees and court costs), shall defend Customer from any and all third party claims that the Trifacta Software infringes any patent or copyright or misappropriates any third party's trade secret and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle a claims, provided that Customer: (a) gives Trifacta prompt written notice of any claim; (b) permits Trifacta to control and direct the defense or settlement of any claim; and (c) provides Trifacta all reasonable assistance in connection with the defense or settlement of any claim. If Customer's use of the Trifacta Software is (or in Trifacta's opinion is likely to be) enjoined, Trifacta, at its expense and in its sole discretion, may: (i) procure the right to allow Customer to continue to use the Trifacta Software, or (ii) modify or replace the Trifacta Software or infringing portions thereof to become non-infringing, or (iii) terminate Customer's right to use the affected portion of the Trifacta Software and refund any pre-paid, unused Fees paid therefor. Notwithstanding the foregoing, Trifacta shall have no obligations under this Section to the extent any infringement claim is based upon or arising out of: (i) any modification or alteration to the Trifacta Software not made by Trifacta; (ii) any combination or use of the Trifacta Software with products or services not approved by Trifacta in writing; (iii) Customer's continuance of allegedly infringing activity after being notified thereof; and/or (iv) use of the Trifacta Software not in accordance with the terms of this Agreement. The remedies set forth in this Section constitute Customer's sole and exclusive remedies, and Trifacta's entire liability, with respect to infringement or misappropriation of third party intellectual property.

6. WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.
6.1 Software Warranty. Trifacta warrants to Customer that, during the Term the Trifacta Software will perform in all material respects in accordance with its Documentation. Trifacta's entire liability and Customer's sole and exclusive remedy for any breach of the preceding warranty will be for Trifacta, at its option, within forty-five (45) days from the date of Trifacta's receipt of written notification in reasonable detail of the defect from Customer: (i) to correct the defect, or (ii) to replace the non-complying Trifacta Software with complying Trifacta Software, or (iii) if, in Trifacta's judgment, (i) and (ii) above are not reasonably available, to refund the Subscription Fees paid for the period during which the Trifacta Software is non-conforming and any pre-paid, unused Fees and to terminate this Agreement. The warranties do not cover non-conformances due to: (a) any modification, reconfiguration or maintenance of the Trifacta Software performed by any party other than Trifacta, (b) any use of the Trifacta Software on a system that does not meet Trifacta's minimum standards for the Trifacta Software, (c) any software other than the Trifacta Software, or (d) any hardware. Notwithstanding the foregoing, Trifacta shall be responsible under this Section 6.1 only if Customer provides Trifacta with a written warranty claim detailing the non-conformance in the Trifacta Software within thirty (30) days of the non-conformance (the "Warranty Period").
6.2 Service Warranty. Trifacta represents and warrants to Customer that all services provided hereunder shall be performed in a manner conforming to generally accepted industry standards and practices for similar services. Trifacta's entire liability and Customer's sole and exclusive remedy for any breach of the preceding warranty will be for Trifacta to re-perform the nonconforming services, provided that Trifacta must have received written notice of the nonconformity from Customer no later than thirty (30) days after the original performance of the services by Trifacta.
6.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE TRIFACTA SOFTWARE AND ANY SERVICES PROVIDED BY TRIFACTA HEREUNDER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 6.4 EXCEPT FOR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTIONS 1.2 OR 7 OF THIS AGREEMENT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS; AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, OR ANY THIRD PARTY LICENSORS UNDER THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY) EXCEED THE FEES RECEIVED BY TRIFACTA FROM CUSTOMER (AND IN THE CASE OF CUSTOMER FEES PAID AND DUE TO TRIFACTA) IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM, WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

7. CONFIDENTIAL INFORMATION:
7.1 "Confidential Information" means any non-public data, information and other materials regarding the products, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party's information, of a third party) provided to the other party where the information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or where the information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, the Trifacta Software, any performance data, benchmark results, and technical information relating thereto, the Documentation, Trifacta's pricing information and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of Trifacta. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (iv) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of the required disclosure and reasonably cooperates with the Disclosing Party in limiting the disclosure.
7.2 Disclosure and Use. Each party (the "Receiving Party") agrees to keep the Confidential Information of the other party (the "Disclosing Party") in confidence and not to use the Confidential Information except in performing hereunder. Except as expressly authorized herein, the Receiving Party agrees to: (i) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (ii) disclose the Disclosing Party's Confidential Information only to those employees and contractors of the Receiving Party who have a need to know the information for the purposes of this Agreement, provided that any employee and contractor shall be subject to a binding written agreement with respect to Confidential Information at least as restrictive as the terms of this Agreement, and the Receiving Party shall indemnify and hold the Disclosing Party harmless for any non-compliance of the employee or third party with the terms of this Agreement. Notwithstanding the foregoing, Trifacta may disclose the terms of this Agreement and any other ordering or purchasing documents between the parties related to this Agreement to its third party licensors, in confidence, solely for the purpose of Trifacta's compliance with the terms of the license agreements with those third party licensors.

8. GENERAL:
8.1 Audit. During each calendar year of the Term and for one (1) year after the Term, Trifacta shall have the right upon forty-five (45) days prior written notice, to examine (or, at Trifacta's discretion, have an independent auditor examine), during Customer's regular business hours, Customer's relevant records and use of the Trifacta Software for the purpose of verifying Customer's compliance with its obligations under this Agreement. Trifacta shall pay the fees and expenses of the auditor for the examination; provided that should any examination disclose a greater than five percent (5%) shortfall in the payments due Trifacta, Customer shall pay the reasonable fees and expenses of the auditor for that examination. Customer acknowledges that the Trifacta Software may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of the Trifacta Software and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to Trifacta; this includes, without limitation, information on usage that Trifacta uses for billing purposes. Trifacta will be free to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.
8.2 Compliance with Laws; Export Control. Customer shall use the Trifacta Software in compliance with all applicable laws, statutes, rules and regulations. Customer acknowledges that the Trifacta Software (including without limitation any Documentation) or technical information provided hereunder may be subject to United States or other governments' export laws, rules and regulations, and any use or transfer of that technical information or products made using technical information must be permitted or authorized under those laws, rules or regulations. Except as expressly permitted in this Agreement, Customer shall not export or import the Trifacta Software (including without limitation any Documentation) or any technical information provided under this Agreement. Customer at its own expense shall indemnify, defend and hold Trifacta and its licensors' free and harmless from any and all claims, damages, losses, costs, actions and expenses, including attorneys' and experts' fees, arising from any breach of its obligations in this Section 8.2.
8.3 Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when forwarded by certified mail (receipt requested), facsimile transmission or hand delivery to the other party to the address set forth at the beginning of this Agreement. Notices shall be deemed to have been received on the first business day following the day of facsimile transmission or hand delivery, or on the fifth business day following the day of forwarding by certified mail. The address of either party may be changed at any time by giving ten (10) business days prior written notice to the other party in accordance with the foregoing.
8.4 Publicity. Customer consents to Trifacta's use of Customer name and logo and general description of Customer's relationship with Trifacta in press releases and other marketing materials and appearances. Customer further permits Trifacta to use it as a reference account for marketing purposes and agrees to support Trifacta by participating in reference phone call(s) and other marketing events with press, analysts, and Trifacta's existing or potential investors or customers upon reasonable request by Trifacta. Customer shall agree to use commercially reasonable efforts to provide positive quotes for press and marketing materials upon reasonable request of Trifacta.
8.5 Relationship of the Parties. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute either of the parties hereto an agent, employee, partner, joint venturer, or legal representative of the other.
8.6 U.S. Government End-Purchaser. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Trifacta Software and accompanying documentation provided by Trifacta are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
8.7 Severability; Waiver. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.8 Assignment. Neither this Agreement, nor any rights, licenses or obligations hereunder, may be assigned by Customer without the prior written consent of Trifacta. Any attempted assignment in violation of this Agreement shall be void and without effect. Trifacta may freely assign this Agreement to a successor in interest of its stock, business, or assets, provided the successor agrees to be bound by the terms of this Agreement.
8.9 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of this Agreement. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement nor to any dispute or transaction arising out of this Agreement. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
8.10 Entire Agreement. This Agreement and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. This Agreement may be amended only upon the written consent of both parties.
8.11 Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting Trifacta intellectual property rights in the Trifacta Software may cause irreparable injury to Trifacta and/or its licensors for which monetary damages would not be an adequate remedy and Trifacta shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.