Universal Amendment to Standard Contract
Updated June 20, 2024
This Universal Amendment (“Amendment”) amends the Standard Contract (https://go.microsoft.com/fwlink/?linkid=2041178) (the “Standard Contract”) between you (“you” or “Customer”) and Denodo Technologies Inc. (“Denodo” or “Publisher”) from which Denodo software products (the “Offering”) through the Azure Marketplace (the “Marketplace”). Unless otherwise defined in this Amendment, capitalized terms have the same meanings set forth in the Standard Contract.
The Standard Contract as amended by this Amendment (collectively, the “Agreement”) represents the parties’ entire agreement on this subject and supersedes all related prior and contemporaneous agreements. The Agreement governs your use of the Offering procured from Denodo through the Marketplace.
The Standard Contract is amended as follows:
1. Amendment of Section 2.3(d) Use of Subprocessors is amended and restated as follows:
“d. Use of Subprocessors. Customer consents to Publisher using the subprocessors listed at https://www.denodo.com/en/page/denodo-authorised-sub-processors or as otherwise communicated to Customer. Customer may subscribe therein to receive updates to the list. Publisher remains responsible for its subprocessors’ compliance with the obligations herein. Publisher may update its list of subprocessors from time to time, by providing at least 10 days notice to subscribers of the subprocessor list before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Offering without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.”
2. Amendment of Section 4. Service Level Agreements (SLA) is amended and restated as follows:
“4 SERVICE LEVEL AGREEMENTS (SLA)
4.1 Maintenance and Support Services. Publisher shall provide maintenance and support services “Maintenance and Support”) as specified in this Section 4 and in accordance with Publisher’s then-current support policies (“Support Guide”), available on Publisher’s support website (https://support.denodo.com).
- a. Maintenance and Support Definition. Maintenance and Support means that Publisher will provide: (a) Updates and Upgrades (each as defined in the Support Guide), if any, and appropriate Documentation; and (b) telephone and email assistance with respect to the Offering, including (i) clarification of functions and features of the Offering; (ii) clarification of Documentation pertaining to the Offering; (iii) guidance in the operation of the Offering; and (iv) error verification, analysis and correction.
- b. Eligibility of Offering. Maintenance and Support will not include services requested or provided in connection with the following, and any services so requested will be billed to Customer at Publisher’s then-current rates:
- c. accident; neglect; misuse; operation of the Offering with other media not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use;
- d. improper installation by Customer or use of the Offering that deviates from any operating procedures established by Publisher in the applicable Documentation;
- e. modification, alteration or addition or attempted modification, alteration or addition of the Offering undertaken by persons other than Publisher or Publisher’s authorized representatives; or
- f. software or technology of any party other than Publisher.
4.2 Responsibilities of Customer. Publisher’s Maintenance and Support obligations under this Agreement are subject to the following Customer responsibilities:
- a. at Publisher’s reasonable request and in response to a request for service from Customer, Customer shall provide Publisher with access to Customer’s personnel and equipment during normal business hours under Customer supervision.
- b. Customer shall provide reasonably detailed information regarding all errors or malfunctions of the Offering to Publisher. Customer shall take such steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Publisher.
- c. Customer shall reasonably train its personnel in the use and application of the Offering and the equipment on which it is used.
- d. Customer may install any and all Updates and Upgrades provided by Publisher at its discretion, provided, however, that Publisher shall have no obligation to provide support under this Agreement in the event that Customer’s service request can be corrected by the Customer installing the Updates and/or Upgrades to the Offering, or if Customer’s installed Offering falls outside the General Support period (or Extended Support period, if applicable) outlined in the Support Guide.”
3. Amendment of Section 8 Limitation of Liability. Section 8a (Subscriptions) shall be amended and restated in its entirety as follows:
“a. Subscriptions. For Offerings ordered on a subscription basis, Publisher’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Offering during the 12 months before the incident or $200,000, whichever is greater.
For Offerings ordered on a subscription basis, Publisher’s maximum liability to Customer for any unauthorized access, use, or disclosure of Customer Data due to a breach of Publisher’s obligations under Section II(6) (Security), Publisher’s maximum liability to Customer will not exceed two times (2x) the amount Customer paid for the Offering during the 12 month before the incident or $1,000,000, whichever is greater.
4. Deletion of Section 10.2 Termination without cause. Section 10.2 Termination without cause shall be deleted and replaces in its entirety as follows:
“10.2 Intentionally omitted.”
5. Deletion of Section 10.5 Refund. Section 10.5 Refund shall be deleted and replaces in its entirety as follows:
“10.5 Intentionally omitted.”
No other terms of the Standard Contract for an Offering are amended or supplemented by this Amendment, and the Standard Contract for an Offering otherwise remains in full force and effect until amended further, expiring, or being terminated.