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Subscription Agreement


BY COMPLETING THE ONLINE ENROLLMENT FORM, AND CLICKING THE "I HAVE READ AND AGREED TO THE SUBSCRIPTION AGREEMENT" CHECK BOX DISPLAYED AS PART OF THE ENROLLMENT PROCESS, YOU WILL HAVE AGREED TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS, TOGETHER WITH SUCH ENROLLMENT FORM, EXECUTED EXHIBIT(S) A AND ANY UPDATES TO THESE TERMS POSTED ON THE INFORMATICA CLOUD WEBSITE (defined below), SHALL BE KNOWN AS THE "AGREEMENT." THIS AGREEMENT GOVERNS YOUR USE OF THE INFORMATICA CLOUD ONLINE SERVICE, INCLUDING DOWNLOADABLE COMPONENTS, DESCRIBED MORE FULLY IN THE INFORMATICA CLOUD DESCRIPTION SCHEDULE, LOCATED AT: http://www.informaticacloud.com/products/183-cloud-description-schedule.html, (the "CDS"), AND INCORPORATED HEREIN BY THIS REFERENCE (COLLECTIVELY, THE "SERVICE"). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BOTH USE THE SERVICE AND TO BIND THE CUSTOMER TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL ALSO INCLUDE THE CUSTOMER. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE "I HAVE READ AND AGREED" CHECK BOX AND THEREFORE YOU MAY NOT USE THE SERVICE. Informatica refers to Informatica Corporation, a Delaware corporation located at 100 Cardinal Way, Redwood City, CA 94063, and its subsidiaries and affiliates, the owner and provider of the Service (which includes without limitation the Content, defined below). 1. SUBSCRIPTION GRANT AND USE If You sign up for the 30-day free trial, then at the end of the free Term, if You wish to continue using the Service, You shall execute an Exhibit A to this Agreement and pay for the Service in accordance with this Agreement. The Informatica Cloud Express Service, which is a specific offering of the Service, is subject to usage-based billing based on the number of rows/records that are integrated using the Service as set forth in Section 6 herein. Pricing and additional terms and conditions appear on the Service registration web page, and are incorporated into this Agreement by reference as though fully set forth herein. Informatica hereby grants You as a duly enrolled and authorized user a non-exclusive, non-transferable, worldwide right to authorize individuals within the Customer organization to use the Service ("User") during the applicable Term (as defined below), solely for Customer's internal business purposes, subject to the terms and conditions of this Agreement and the associated License Terms associated with the specific Service set forth in the CDS. All rights not expressly granted to You are reserved by Informatica and its licensors. The Service includes all upgrades and updates during the Term which Informatica makes generally available at no additional cost to its subscribers, but does not include those upgrades containing new or different functionality for which Informatica charges its subscribers separately. As part of the implementation process for the Service, You shall select a unique User identification name ("Userid") and password. This will enable You to access the Service at any time during the Term, by means of Your Internet browser, which can also be used to configure the Service for optimized use. Except for the Informatica Secure Agent, ("Secure Agent"), a software component which Informatica makes available for Your download and installation at no additional charge as part of the Service, You need not install any software to use certain offerings of the Service (for example, Informatica Cloud Basic); other offerings include a limited-use subscription to certain on-premise software as set forth in the Cloud Description Schedule and in accordance with the terms and conditions of Exhibit B hereto. Informatica will only store Your password in encrypted form; passwords will not be readable by Informatica personnel. You must protect Your Userid and password, and not make it available to others. 2. USER'S RESTRICTIONS AND OBLIGATIONS You shall not, and shall not allow third parties to: (i) license, sublicense, lease, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, or the audio, graphical and textual information, documents, Technology (as defined in Section 4), products and services contained or made available to You in the course of using the Service (collectively, "Content") in any way; (ii) modify or make derivative works based upon the Service or the Content (provided that configuring the Service within its policy parameters shall not constitute a modification or derivative work); (iii) use the Service as a paid service bureau or to provide a service directly or indirectly to third parties, including, without limitation, for the creation or manipulation of data to be sent to a third party (except for permitted End Points) or for the processing of data provided by a third party; (iv) reverse engineer, adapt, translate, decompile, or otherwise derive the source code of any downloadable component of the Service (except in the European Union, to the extent permitted by the 2009 EU Directive 2009/24/EC on the legal protection of computer programs in order to achieve interoperability, but only after notifying Informatica and giving Informatica an opportunity to provide any necessary interoperability information), or access the Service in order to copy or imitate any ideas or features or Content, or build a product or service similar to the Service, or use similar features, software, functions or graphics as those of the Service, whether or not intended to compete with the Service; or (v) access the Service for purposes of benchmarking or competitive purposes. You shall not: (i) interfere with, intentionally overload or disrupt the integrity or performance of the Service or the Content contained therein; (ii) attempt to gain unauthorized access to the Service or its related systems or networks; (iii) transmit or store infringing, obscene, threatening, libelous, or otherwise unlawful or offensive data or material, or data that violates the privacy rights of any person; or (iv) transmit or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You are responsible for all activity occurring under Your account, and You shall abide by all applicable local, state, national and international laws, treaties and regulations in connection with use of the Service, including those related to taxes, data privacy, and the transmission of technical or personal data. You shall: (i) protect the secrecy of Your Userid and password; (ii) notify Informatica immediately of any unauthorized use of any Userid or password or any other known or suspected breach of security; (iii) report to Informatica immediately and use reasonable efforts to stop any copying or distribution of Content not authorized by Informatica that is known or suspected by You; and (iv) not impersonate another Informatica customer or user or provide false identity information to gain access to or use the Service. 3. ACCOUNT INFORMATION AND DATA Informatica does not own or accept responsibility for any data, information or material that You process or submit to the Service in the course of using the Service ("Customer Data"). Customer retains ownership of all Customer Data. Customer, not Informatica, shall have sole responsibility for the accuracy, quality, security, integrity, legality, reliability, appropriateness, and intellectual property rights in all Customer Data, and Informatica shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You agree to ensure that Customer Data is separately backed up. You consent to the processing of Customer Data by, and the transfer of Customer Data into, the Service. 4. INTELLECTUAL PROPERTY OWNERSHIP Informatica (and its licensors, where applicable) shall own all right, title and interest, including all related inventions whether patented or not, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (collectively, "Intellectual Property Rights"), in and to the Content and the Service, and in any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. "Technology" means all of Informatica's proprietary technology (including any downloadable components, any other software, products, processes, algorithms, user interfaces, know-how, techniques, designs, mappings, routings, templates and other tangible or intangible technical material or information), and all related Intellectual Property Rights, made available to You by Informatica in providing the Service, and constitutes part of the Content. This Agreement does not convey to You any rights of ownership in or related to the Service or the Content. The Informatica name, the Informatica logo, and the product names associated with the Service are trademarks of Informatica or third parties, and no right or license is granted to You to use or remove them. 5. THIRD PARTY DEALINGS During use of the Service, there may be links (including via application programming interfaces) to web pages or servers that are not owned or controlled by Informatica ("Third Party Webpages"). Users' links to and dealings with Third Party Webpages are strictly between You and the applicable third party in all respects, including without limitation, compliance with applicable third party terms of use or service and privacy policies. Informatica and its licensors shall have no liability, obligation or responsibility for any such Third Party Webpages or activities by You relating thereto, or products or promotions available on or through such Third Party Webpages. Informatica does not endorse anysites on the Internet that are linked through the Service; such links are provided to You only as a convenience. In addition, certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different license or other terms prior to Your use of or access to such software, hardware or services. 6. PAYMENT OF FEES; BILLING AND RENEWAL There is no charge for the 30 day free trial or for use of the Informatica Cloud Data Loader Service. For the Informatica Cloud Express Service, Customer shall pay all applicable usage-based service fees in arrears based on the number of rows/records that Customer integrates during the preceding full or partial calendar month, as set forth on the Service registration web page. As such, depending on usage, Your Service fees may vary from month to month. For other offerings of the Service, Customer shall pay all Service fees and charges annually in advance, covering the Term set forth in the applicable order (Exhibit A), net 30 days from invoice date, unless otherwise specified in such Exhibit A, which must be executed by You or a person authorized by the Customer in order to subscribe to the Service. All payment obligations for the Term (as defined below) are non-cancelable and all amounts paid are nonrefundable except as otherwise set forth in Section 7 below. If You or Customer believe that Informatica's bill is incorrect, You or Customer must contact Informatica in writing within 30 days of the invoice date to be eligible for an adjustment or credit. Customer will be billed in US dollars unless otherwise indicated in Exhibit A. Any sales, use or value-added taxes or levies imposed by any taxing authority shall be Customer's responsibility, excluding U.S. federal and state taxes based on Informatica's income. You agree to provide Informatica with complete and accurate billing and contact information. This information shall include Customer's full legal company name, street address, principal contact e-mail address(es), name, email and telephone number of the authorized billing contact. You and Customer agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, Informatica reserves the right to suspend or terminate Your access to the Service, in addition to any other available legal remedies. 7. TERM AND TERMINATION; SUSPENSION For the 30 day free trial license, the Term shall begin when the Service is first made available to Customer and ends 30 days thereafter or at such other time as mutually agreed between Customer and Informatica in writing. For the Informatica Cloud Data Loader Service, the Term shall begin when the Service is first made available to Customer and shall end 30 days following Informatica's notice to the Customer that the Service is being terminated. During such 30 day period, the Customer may notify Informatica that it wants to continue using the Informatica Cloud Data Loader Service and Informatica may elect to extend the Term at its sole discretion. For the Informatica Cloud Express Service, the Term begins on the date the Informatica Cloud Express Service is first made available to Customer for production use (i.e., not trial use), which shall automatically renew for successive calendar months unless expressly terminated by Customer at least two (2) days prior to the expiration of the current calendar month. For other elements of the Service, the Term is the time period specified in the applicable Exhibit A, commencing on the date the Service is first made available to Customer for production use (i.e., not trial use). Upon the expiration of a Term, this Agreement will terminate (except for provisions that survive termination) and Your access to the Service will cease, unless You have agreed to the then current online Subscription Agreement and a new Exhibit A has been executed. Either party may terminate this Agreement upon written notice, if the other party: (a) breaches any of its material obligations hereunder and fails to cure such breach within thirty (30) days after written notice describing the breach; or (b) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets. Customer's failure to pay any amounts due on a timely basis will be deemed material breach of this Agreement. Accounts that have fallen into arrears are subject to interest at the rate of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less. Alternatively, without terminating the Agreement, Informatica may suspend the Service untilpayment in full. Customer will continue to be charged Service fees during any period of suspension. If Informatica initiates termination of this Agreement for Your breach, Customer remains obligated to pay the balance due on Your account for the remainder of the Term then in effect, computed in accordance with Exhibit A or Customer's monthly usage-based service fees, as applicable, and will be billed for such unpaid fees. Informatica reserves the right to impose a reconnection fee in the event Your Service is suspended and You thereafter request access to the Service. If You or Customer duly terminate the Agreement for uncured material breach by Informatica, Customer shall be entitled to reimbursement on a pro-rated basis of that portion of Customer's prepayment for the Service which covers any time period beyond the termination date. Any unauthorized use of the Service, Content or any component thereof will be deemed a material breach of this Agreement. In addition, without terminating the Agreement, Informatica, in its sole discretion, may terminate Your password(s), account(s) or use of the Service if You breach this Agreement. Upon termination or expiration of the Agreement, in the event that Informatica has any Customer Data, You agree that Informatica has no obligation to retain the Customer Data, and may delete such Customer Data. Upon termination of the Agreement, You shall immediately cease use of all Content and downloadable components, destroy any copies You may have made thereof and, if requested by Informatica, certify in writing that You have done so. In the event of any expiration or termination of this Agreement, the restrictions set forth in Section 2, Section 4, any amounts unpaid under Section 6, Section 7, Sections 9-13, 15 and 20 shall survive termination. 8. REPRESENTATIONS & WARRANTIES Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Informatica represents and warrants that it will provide the Service in a manner consistent with general industry standards and that the Service will perform substantially in accordance with the online Informatica help documentation that is accessible from the Service, under normal use and circumstances. You represent and warrant that You have neither falsely identified Yourself, nor provided any false information to gain access to the Service, nor does any Customer Data for which You are responsible violate the privacy rights of, or defame, any data subject or third party, that You have obtained any necessary consent from any data subject to process Customer Data, and any billing information You have provided is correct. 9. DISCLAIMER OF WARRANTIES EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8 ABOVE, THE SERVICE, INCLUDING WITHOUT LIMITATION ALL INFORMATICA CONTENT, IS PROVIDED TO YOU 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, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INFORMATICA AND ITS LICENSORS. INFORMATICA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. INFORMATICA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICE WILL BE ENTIRELY SECURE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR SYSTEM NOT PRESCRIBED BY INFORMATICA, (ii) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (iii) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Certain states and/or jurisdictions do not allow the exclusion of implied warranties, so certain exclusions may not apply to You. 10. LIMITATION OF LIABILITY IN NO EVENT SHALL INFORMATICA'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU OR CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INFORMATICA AND/OR ITS LICENSORS BE LIABLE TO YOU OR CUSTOMER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THEUSE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF INFORMATICA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to a party. The Service may be subject to limitations, delays, inaccessibility and other problems that are inherent in the use of the Internet. Informatica is not responsible and disclaims all liability for any delays, failures or damage resulting from such problems. You are fully responsible for Internet access and connectivity issues. MUTUAL INDEMNIFICATION Informatica shall indemnify and hold You and Your subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a third-party claim ("Claim") alleging that the Service directly infringes a third-party: (i) copyright, (ii) U.S. patent, or (iii) trademark; provided that You: (a) promptly give written notice of the Claim to Informatica; (b) give Informatica sole control of the defense and settlement of the Claim (provided that Informatica may not settle any Claim unless such settlement releases You of all liability); (c) provide to Informatica all available information and assistance; and (d) have not compromised or settled such Claim. Informatica shall have no indemnification obligation for any Claim arising from the combination of the Service with any of Your or Customer's products, services, hardware or system, if such Claim would not have arisen but for such combination, or from any misuse or unauthorized use of the Service. You and Customer shall indemnify and hold Informatica, its licensors and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with the Claim of a third party or data subject alleging that the Customer Data or its use or Your use of the Service in breach of this Agreement has infringed the rights of, defamed or otherwise caused harm to, a data subject or third party, or violated applicable law; provided in any such case that Informatica (a) gives written notice of the Claim promptly to You or the appropriate Customer representative; (b) gives You or Customer sole control of the defense and settlement of the Claim (provided that neither You or Customer may settle any Claim unless such settlement releases Informatica of all liability and such settlement does not affect Informatica's business or Service); (c) provides to You/Customer all available information and assistance; and (d) has not compromised or settled such Claim. Notwithstanding the foregoing, in the event the Service, in Informatica's opinion, is likely to or does become the subject of a claim of infringement, Informatica shall have the right at its sole option and expense to: (a)

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