ALATION TRIAL USE AGREEMENT
If you started your subscription before the version date displayed in this document, please review your terms at Alation Legacy Agreements.
Version: August 25, 2025
WHEN ACCEPTING THIS TRIAL USE AGREEMENT (THE “AGREEMENT”) BY SELECTING “I AGREE” AS PART OF LOGGING IN TO THE PLATFORM TO ACCESS THE ALATION SOFTWARE OR ALATION CLOUD, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “LICENSEE” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY.
This Agreement is effective as of the date of your first login (“Effective Date”) to Alation Cloud Software or Alation Software (jointly referred to as “Alation Cloud”). As used in this Agreement, “Party” means either Alation or Licensee, as appropriate, and “Parties” means both Alation and Licensee.
1. DEFINITIONS
“Alation Cloud Software” means the then available Alation software-as-a-service data intelligence platform identified in the relevant Order, as updated from time to time, with the features and functionality described in Documentation. Alation Cloud Software excludes any platform, add-on, service, code or product not provided by Alation.
“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.
“Creator” is a Named User that may generate content, curate data elements, run queries, configure Alation Cloud, and manage other Named User accounts.
“Explorer” means a Named User who may do everything a “Viewer” can do and use query forms in Alation Cloud.
“Named User” means a specific Licensee’s employee or contractor authorized by Licensee and identified by a unique email address to use Alation Cloud, regardless of whether such Named User is using Alation Cloud at any given moment, and includes Creators, Explorers and Viewers.
“Viewer” is a Named User that may benefit from the occasional ability to search and browse datasets and collaborate through Alation Cloud.
2. LICENSE
2.1 License Grant. Subject to all the terms and conditions of this Agreement, Alation grants to Licensee a personal, royalty-free, non-sublicensable, nontransferable, nonexclusive license to Use Alation Cloud, as applicable, solely and specifically for testing and evaluation purposes during the Term (the “License”), together with documentation generally provided with Alation Cloud, as revised from time to time, which may include end user manuals, operation instructions, installation guides, release notes and online help files regarding use of Alation Cloud (collectively, the “Documentation”). “Use” of the Alation Software means that Licensee may install on computers owned or controlled by Licensee, run, access or otherwise interact with one each of backup and test instances of the Alation Software and “Use” of the Alation Cloud Software means that Licensee may access, utilize or otherwise interact with Alation Cloud, each by up to the number of its Named Users.
2.2 Named Users and Licensee Requirements. Each individual shall be assigned a unique Named User identification and multiple individuals may not share the same Named User identification. In addition to all individual Named Users, all users of a non-human operated device shall be counted as Named Users if such device has access to Alation Cloud. Licensee is responsible for activity occurring under its Named User accounts and shall ensure that it and its Named Users abide by all local, state, national and foreign laws, treaties and regulations applicable to Licensee’s use of Alation Cloud. Licensee shall: (i) notify Alation promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify Alation promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of Alation Cloud that is known or suspected by Licensee or its Named Users; (iii) not impersonate another Alation user or provide false identity information to gain access to or use Alation Cloud. Alation Software and Documentation will be delivered electronically from Alation’s FTP site.
2.3 License Restrictions. Licensee agrees to use Alation Cloud, as applicable, pursuant to the Documentation (jointly the “Alation Technology”), only in the ordinary course of testing and evaluating Alation Cloud, and except as expressly permitted herein, shall not reproduce, distribute, deploy, publicly display or modify the Alation Technology or any portion thereof. Except to the extent that the following restriction is prohibited by applicable law, Licensee shall not, directly or indirectly, and shall not authorize any third party to (i) decompile, disassemble, decode, redesign, reverse engineer, or attempt to reconstruct it or discover any source code, algorithms, architecture, or other elements of it; (ii) translate, adapt, modify, remove or obscure any proprietary notices in it; (iii) develop or operate products or services to compete with it or allow access to it by any competitor of Alation or any unauthorized persons; (iv) sell, license, sublicense, rent, lease, transfer, or otherwise assign or grant any rights to any third party in it; (v) circumvent any agreed usage restrictions pursuant to the Agreement and the Documentation.
2.4 Ownership. Alation Technology is licensed and not sold. As between Alation and Licensee, Alation hereby retains all right, title and interest, including all intellectual property rights, in and to the Alation Technology, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein. As a condition of the License, Licensee must retain all proprietary, copyright and other attribution legends on all copies of the Alation Technology. Licensee agrees that Alation shall have the right to use in any manner and for any purpose the Feedback as set out in Section 2 below.
2.5 Licensee Data. “Licensee Data” is defined as any data that the Licensee or its Named Users submit to Alation Cloud. As between Licensee and Alation, Licensee exclusively owns all rights, title and interest in and to all Licensee Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Licensee Data, and hereby warrants that that it has and will have all rights and consents necessary to allow Alation to use all such data as contemplated by this Agreement and discharges Alation from any claims regarding such Licensee Data. If Licensee is testing Alation Cloud Software, Licensee hereby grants to Alation a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth herein), non-sub-licensable, worldwide right to use and process Licensee Data to provide Licensee the Alation Cloud Software, develop, test and improve the Alation Technology and any other activities expressly agreed to by Licensee.
2.6 Security. Alation shall maintain a written information security program of policies, procedures and controls governing the processing, storage, transmission and security of Licensee Data submitted to Alation Cloud Software, as described in Exhibit A: Security Policy for Alation Cloud Software, attached hereto (“Security Program”). The Security Program shall include industry standard practices designed to protect Licensee Data from unauthorized access, acquisition, use, disclosure, or destruction. Alation may periodically review and update the Security Program to address new and evolving security technologies, changes to industry standard practices, and changing security threats, provided that any such update does not materially reduce the overall level of security provided to Licensee as described herein.
2.7 Data Privacy. If Alation processes Personal Data on Licensee’s behalf, it will do so pursuant to the terms of the Alation Data Privacy Addendum for Customers available at https://www.alation.com/online-dpa/ and incorporated by reference.
3. EVALUATION
Licensee agrees to provide Alation with an assessment of Alation Cloud after conclusion of the testing and evaluation. Any results of the testing or evaluation of Alation Cloud, including without limitation, the assessment, any feedback or suggestions which Licensee provides to Alation (the “Feedback”) shall be deemed proprietary information of Alation and Licensee hereby assigns to Alation any right, title and interest in and to the Feedback.
4. CONFIDENTIALITY
4.1 Definition. “Confidential Information” means: (i) any information disclosed, directly or indirectly, by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement that is designated as “confidential”, or in some other manner to indicate its confidential nature; and (ii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. Without limiting the foregoing, the Alation Technology and the terms (including the existence) of this Agreement are the Confidential Information of Alation. However, Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.
4.2 Limited Use; Protection. Neither Party shall use the Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party, except to employees or contractors of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to an obligation of confidentiality. Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party, and will take at least those measures that it takes to protect its own most highly confidential information.
4.3 Compelled Disclosure. If a Receiving Party is compelled by law or a court of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing and will cooperate with Disclosing Party in seeking a protective order or other appropriate remedy at the Disclosing Party’s expense. If disclosure is ultimately required, the Receiving Party will furnish only that portion of Confidential Information that is legally required and will exercise reasonable efforts to obtain assurance that it will receive confidential treatment.
5. TERM AND TERMINATION
5.1 Term. This Agreement commences on the Effective Date and will continue for fifteen (15) days (the “Term”). This Agreement may be renewed upon execution of an amendment.
5.2 Termination. This Agreement may be terminated by either Party for convenience by providing ten (10) days’ prior written notice to the other Party.
5.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason, Alation will disable the access keys and Licensee must cease use of the Alation Technology and will have no further rights to the Alation Technology. Each Party must promptly return or certify the destruction of all tangible embodiments of the other Party’s Confidential Information (including Licensee’s deletion of all instances of the Alation Technology from Licensee’s systems and certifying such deletion in writing within three (3) days of Alation’s request). Sections 2.3 (License Restrictions), 2.4 (Ownership), 4 (Confidentiality), 5.3 (Effect of Termination), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (General Provisions) will survive expiration or termination of this Agreement.
6. WARRANTY DISCLAIMER
THE ALATION TECHNOLOGY IS PROVIDED “AS-IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. ALATION HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM CONDUCT OR COURSE OF DEALING. ALATION DOES NOT WARRANT THAT THE ALATION TECHNOLOGY WILL BE ERROR-FREE OR WILL WORK WITHOUT INTERRUPTIONS, AND LICENSEE RELIES ON THE ALATION TECHNOLOGY AT LICENSEE’S OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, THE LIMITATIONS SET FORTH ABOVE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED TEN THOUSAND US DOLLARS ($10,000.00 USD).
8. GENERAL PROVISIONS
8.1 Compliance with Laws and Export Control. Each Party shall comply with all applicable laws and government regulations, including, if applicable, the export laws and regulations of the United States and other applicable jurisdictions, in connection with providing and using the Alation Technology. Without limiting the foregoing, (i) each Party represents that is not named on any government list of persons or entities prohibited from receiving exports, and (ii) Licensee shall not, and shall ensure that Named Users do not violate any export embargo, prohibition, restrictions or other similar law in connection with this Agreement.
8.2 Assignment. Neither Party may assign this Agreement nor any of its rights or obligations under it without the prior written consent of the other Party, except in the case of an assignment due to corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions by either Party, which may occur without written consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
8.3 Governing Law.
a) General provision: The Agreement is governed by and construed under the laws of the State of Delaware without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state courts located in Delaware, USA. If either Party breaches or threatens to breach the provisions of sections 2.1 (License Grant), 2.3 (License Restrictions) or 4 (Confidentiality), each Party agrees that the non-breaching Party may have no adequate remedy at law and is therefore entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
b) For Licensees located in the United Kingdom, the European Economic Area, and Switzerland: The Agreement is governed by and construed under the laws of England and Wales without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts located in London.
c) For Licensees located in Australia: The Agreement is governed by and construed under the laws of New South Wales without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts located in New South Wales.
d) For Licensees located in Singapore: The Agreement is governed by and construed under the laws of Singapore without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts located in Singapore.
8.4 Entire Agreement; Amendments. This Agreement is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings concerning said subject matter. Any ambiguity in this Agreement shall be interpreted without regard to which Party drafted it. This Agreement may only be amended by a writing signed by the Parties. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement.
8.5 Notices. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each Party set forth below, or to such other address as either Party may substitute by written notice to the other, or by electronic transmission to an email address. Alation’s email address for notices is: legalnotices@alation.com. Notices will be deemed to have been given at the time of actual delivery in person, one day after delivery to an overnight courier service, three days after deposit in the Party’s local mail or upon acknowledgement of receipt of electronic transmission.
8.6 Waiver; Severability. Waiver of any term of this Agreement or forbearance to enforce any term by either Party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.
EXHIBIT A: SECURITY POLICY FOR ALATION CLOUD SOFTWARE
1. Data Security Procedures.
Alation shall maintain reasonable operating standards and security procedures and shall use their best efforts to secure Personal Data and Confidential Information (collectively, “Confidential Data”) through the use of appropriate administrative, physical, and technical safeguards including, but not limited to, appropriate network security and encryption technologies. Such security measures shall also include the following:
(a) Implementing controls to manage access to Confidential Data, including:
(i) Restricting access privileges to only those Alation personnel that must access Confidential Data to deliver Alation Cloud;
(ii) Immediately terminating access privileges to Confidential Data for any Alation personnel that no longer need such access, and conducting quarterly reviews of access lists to ensure that access privileges have been appropriately provisioned and terminated;
(iii) Requiring the use of multi-factor authentication to access Confidential Data; and
(iv) Providing regular training on data security to all Alation personnel that may have access to Confidential Data.
(b) Maintaining security controls segregating Alation’s internal networks from the Internet, and employing appropriate intrusion detection, monitoring, and logging capabilities to enable detecting and responding to potential security breach attempts; logically separating Confidential Data of each customer in the Alation Cloud production environment.
(c) Conducting regular vulnerability assessments.
(d) Applying all manufacturer-recommended security updates to all systems, devices, or applications storing, processing or transiting Confidential Data, in a timely manner that aligns with industry best practices.
(e) Maintaining and enforcing policies and procedures to ensure that all of the following requirements are met:
(i) up-to-date virus protection software shall be installed on all computer systems attached to Alation’s networks;
(ii) mobile phones and tablets shall contain, at a minimum, MFA for all Alation applications and required device operating system updates, access to Alation’s computer resources and networks (including wireless networking and remote access) shall be limited to approved configurations utilizing appropriate identification and authentication methods, including the following minimum password requirements, which shall be automatically enforced by the security tools used by Alation:
(1) passwords shall be a minimum of twelve (12) characters in length and shall contain characters from four (4) of the following four categories: uppercase, lowercase, numeric (0-9), and special signs (!@#$%^&*); and
(2) the operating system shall enable a dictionary check to reject commonly used passwords, and shall lock out the user account for fifteen (15) minutes upon five (5) failed authentication attempts.
Alation shall implement such additional password requirements as may be communicated to Alation by Customer from time to time.
(iii) Confidential Data shall be stored only on devices located within Alation’s secure facilities, shall only be used to perform Alation’s obligations pursuant to the Agreement, and shall not be distributed, repurposed, or shared with third parties or Alation’s business units without Customer’s prior written approval.
(iv) Confidential Data shall at all times be encrypted pursuant to the Encryption Standards described below, regardless of whether such Confidential Data is at rest or in transit.
(v) All encryption shall be accomplished with AES 256-bit or stronger key, or RSA with a 2048-bit or stronger key, and pursuant to industry standards for secure key and protocol negotiation and key management (collectively, the “Encryption Standards”).
(vi) Confidential Data shall not be transmitted outside of Alation’s secure facilities (which include its cloud hosting environment), transmitted on networks other than those owned by Customer or Alation on corporate laptops. Mobile phones and tablets shall contain, at a minimum, MFA for all Alation applications and required device operating system updates. USB and removable media shall be blocked on Alation-issued devices.
(vii) All documents and electronic media containing Confidential Data shall be protected pursuant to Alation’s obligations under section 5 (Confidentiality) of the Agreement, and if disposal is permitted by the Agreement, shall be disposed of securely.
(f) Ensuring that all electronic communications (email) about Alation Cloud or the Services or any Confidential Data are conducted to and from an email domain that is owned by Alation, and, upon Customer’s reasonable request, Alation will provide Customer with domain registration documents or other documentation to confirm Alation’s ownership of such email domain.
If requested by Customer at any time during the Subscription Term, Alation shall provide Customer with a copy of the then-current information security policy maintained by Alation.
2. Information Security Breach; Other Investigations. Alation shall notify Customer without undue delay of any confirmed misuse, compromise, loss, or unauthorized disclosure or acquisition of, or access to, Confidential Data (“Information Security Breach”). Upon any discovery of an Information Security Breach, Alation will notify Customer of the Information Security Breach, investigate, remediate, and mitigate the effects of the Information Security Breach. Alation may provide at Customer’s request information related to any such Information Security Breach, including flaws, start or end date, date of discovery, and specific actions taken to contain and/or mitigate. If any Information Security Breach occurs as a result of an act or omission of Alation, Alation will, at Alation’s sole expense (subject to the limits agreed in the Agreement), undertake remedial measures (including notice, credit monitoring services, fraud insurance, reputation loss, and the establishment of a call center to respond to customer inquiries) pursuant to Customer’s instructions.
3. Assistance. To the extent it concerns Customer’s Use of Alation Cloud and such information is not readily available to Customer in Alation Cloud, Alation shall provide Customer with reasonable assistance and support and shall act solely at Customer’s direction in (a) responding to an investigation or cooperation request by a data protection regulator or similar authority; (b) providing notice of an Information Security Breach to any third party where required or requested by Customer; (c) conducting legally required privacy, security, or data protection impact assessments; and (d) consulting with the relevant authorities when required in relation to such impact assessments.
4. Return or Destruction of Confidential Data. Upon termination of the Agreement for any reason, expiration or at any time at the election of Alation, unless specifically requested by Customer during Subscription Term, Alation shall: (a) return all Confidential Data to Customer, including but not limited to all paper and electronic files, materials, documentation, notes, plans, drawings, and all copies thereof, and ensure that all electronic copies of such Confidential Data are rendered unrecoverable from Alation’s (and where applicable, its subcontractors’) systems; or (b) if requested by Customer in writing, promptly destroy, delete and render unrecoverable all tangible and electronic instances of Confidential Data from Alation’s (and where applicable, its subcontractors’) systems, all pursuant to the National Institute of Standards and Technology (NIST) Guidelines for Media Sanitization. If requested by Customer, Alation shall provide Customer with written confirmation of its compliance with the requirements of this section 4.
5. Notification of Non-Compliance. If Alation is unable to comply with the obligations stated in this Exhibit A, Alation shall promptly notify Customer, and Customer may take any one or more of the following actions: (a) suspend the transfer of Confidential Data to Alation; (b) require Alation to cease processing Confidential Data; (c) demand the secure return or destruction of Confidential Data; and/or (d) immediately terminate the Agreement.
6. Verification. Alation shall make available to Customer such information reasonably necessary to demonstrate compliance with the obligations of this Exhibit A as applicable to Alation's provision of Alation Cloud and Services and Customer’s Use of Alation Cloud and Services.