ALATION ON-PREMISES SOFTWARE ADDENDUM - August 31st, 2024

ALATION ON-PREMISES SOFTWARE ADDENDUM 

Version: August 31, 2024

This Alation On-Premises Software Addendum (“Addendum”) is made by and between Alation and Customer pursuant to Customer’s purchase of the Alation Software (as defined below) identified in the relevant Order and forms part of the MSA.

1. Terminology. 

a) “Alation Agent” is deleted.

b) “Alation Software” means the then available Alation data intelligence on-premises software identified in the relevant Order, as updated from time to time, with the features and functionality described in Documentation. Alation Software excludes any platform, add-on, service, code or product not provided by Alation. “Alation Software” shall replace all references to “Alation Cloud” in the Agreement.

c) “Customer Data” means any data provided by or on behalf of Customer.

d) “SLA” is deleted.

e) “Use” means that Customer may, in accordance with the Agreement, install on computers owned or controlled by Customer, run, access or otherwise interact with one each of production, backup, test and development instances of Alation Software in accordance with Documentation, by up to the number of Named Users to which Alation provides license keys.

f) All capitalised terms otherwise used herein and not defined shall have the meaning assigned to them in the Agreement. 

g) All other terms and conditions of the Agreement shall remain unchanged.

2. License Grant. The last sentence of Section 1.2 MSA (License Grant) is deleted.

3. Accountability. The last sentence of Section 1.3 MSA (Accountability) is deleted.

4. Usage Monitoring. The first sentence of Section 1.4(c) MSA (Usage Monitoring) is deleted and replaced with the following:

“Alation reserves the right to audit the number of Named Users and Customer usage on a quarterly basis. Customer agrees to provide reasonable assistance with such audits, which shall be as minimally invasive as possible.”

5. Deletions. The following sections are deleted in their entirety:

a) Section 1.5(b) MSA (Customer Data).

b) Section 1.6 MSA (Security) alongside Exhibit A (Security Policy).

c) Section 1.8 MSA (Audit Report).

d) Section 2.3 MSA (Service Level) alongside Exhibit B (Service Level Agreement).

6. Software warranty. Section 6.1 MSA (Warranty) is deleted and replaced with the following:

“Alation represents and warrants to Customer that for a period of sixty (60) days following delivery of the respective license keys for Alation Software, Alation Software will materially function in accordance with Documentation (“Software Warranty”). Customer’s sole and exclusive remedy for breach of this Software Warranty will be for Alation to provide Support in accordance with Section 2.1. above; provided however in the event of a Severity P1 or P2  error, if Alation fails to actively provide Support to solve for the error for a consecutive thirty (30) day period (where such failure to provide active Support is not caused in whole or in part by the actions or inactions of Customer or a third-party), Customer’s sole and exclusive remedy and Alation’s sole and exclusive liability will be to terminate the Agreement. Alation will refund a pro-rata portion of unused and pre-paid Subscription Fees for the outstanding balance of the Subscription Term.”