Contracts
- Fivetran Order Form
- Master Subscription Agreement
- Privacy Notice
- On-Prem Software License Addendum
- Fivetran Order Form
- Fivetran Order Form (New)
- Privacy Notice (Last Updated: Feb 20, 2024)
- Master Subscription Agreement Effective October 2024- Archived Version
- Online Mutual Nondisclosure Agreement (v1.0)
- Order Form Amendment (FY26 Pricing)
- Refer-a-Friend Terms & Conditions
- MSA (Archived) - Feb 3 2025
- Privacy Notice July 8 2025 (Copy)
- MSA (Archived) September 12 2025
- Triage Terms of Use
Fivetran Order Form
Version 4.0
Effective November 29th 2022
DownloadTable of Contents
SERVICE ORDER FORM
This Order Form is entered as of the date accepted by the Customer (Effective Date) below by and between Fivetran, Inc. ("Fivetran") with a place of business at 1221 Broadway, Suite 2400, Oakland, CA 94612, and the Customer identified below with a business address as set forth below.
Customer Name: | {{CounterpartyName}} | |
Customer Billing Address: | {{CounterpartyName}} {{BillToStreet}} {{BillToCity}} , {{BillToState}} , {{BillToPostalCode}} | {{BillToCountry}} |
Customer Shipping Address | {{ShipToName}} {{ShipToStreet}} {{ShipToCity}} , {{ShipToState}} {{ShipToPostalCode}} | {{ShipToCountry}} |
Primary Contact: | {{CounterpartyContactName}} | {{CounterpartyContactEmail}} |
Billing Contact | {{APContactName}} | {{APContactEmail}} |
Billing Frequency | Annual |
Payment Terms | Net 30 |
Term | Each product or service term shall be as stated in the table below. |
Renewal | Following the Subscription End Date, Customer will be renewed according to the Terms and Conditions and /or the MSA as defined below. |
CONSUMPTION PRICING | ||||
Product | Start Date | End Date | Term (months) | Product Total |
{{ProductName}} | {{StartDate}} | {{EndDate}} | 12 | {{Subtotal}} |
Applicable taxes will be invoiced by Fivetran to Customer per the MSA.
TOTAL AMOUNT DUE (USD): | {{Total}} |
Applicable taxes will be invoiced by Fivetran to Customer per the MSA.
This Order Form is executed pursuant to and governed by the Terms and Conditions at https://fivetran.com/terms, provided, however, in the event Fivetran and Customer have entered into a separate and fully executed Master Subscription Agreement (“MSA”), such MSA shall govern this Order Form as to any terms not otherwise specified herein. Product descriptions can be found at https://www.fivetran.com/pricing.
Consumption Terms: Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Terms set out at https://fivetran.com/legal/service-consumption-table (the "Service Consumption Terms").
Service Level Agreement: Customer is eligible for the Uptime SLA set out at https://fivetran.com/consumption-sla
By accepting this agreement, you are certifying that you have the authority to execute or enter into this agreement.
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Master Subscription Agreement
Version 39.0
Effective November 5th 2025
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Fivetran Master Subscription Agreement
Effective November 5, 2025
This Master Subscription Agreement (this “Agreement”) is made between Fivetran Inc., a Delaware corporation (“Fivetran”), and the party that subscribes for the Fivetran Products (as defined below) (“Customer”). Customer’s use of the Fivetran Products is also governed by Fivetran’s Service Consumption Table.
Effective Date: The “Effective Date” of this Agreement is the date that is the earlier of (a) Customer’s initial access to any Fivetran Product through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, Fivetran may modify this Agreement. Unless otherwise specified by Fivetran, changes become effective for Customer upon renewal of the then-current subscription term set forth in an Order Form or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Fivetran will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a subscription term or upon the effective date of a new Order Form and, in any event, continued use of any Fivetran Product or the Professional Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
TERMS AND CONDITIONS
1. DEFINITIONS
The following terms, when used in this Agreement, will have the following meanings:
“Acceptable Use Policy” means Fivetran’s acceptable use policy for the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/acceptable-use-policy.
“Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the Term, for so long as such control exists, where for purposes of this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity; provided, as it relates to Customer, such entity is not a current or prospective competitor to Fivetran or in the business of developing or offering products or technologies that are substantially similar to any Fivetran Product.
“Authorized Marketplace Provider” means a third-party marketplace through which Fivetran offers the Fivetran Products or Professional Services and that is expressly authorized by Fivetran, including Snowflake Marketplace, Google Cloud Platform Marketplace, Microsoft Azure Marketplace, and Amazon Web Services Marketplace.
“Customer Data” means any data that Customer or its Users upload to any Fivetran Product for processing by such Fivetran Product.
“Deliverables” means work product delivered to Customer under an Order Form for Professional Services and as may be further described in a SOW.
“Documentation” means Fivetran’s usage documentation for the applicable Fivetran Product made available on Fivetran’s website.
“Fivetran Materials” means any proprietary tools, libraries, ideas, methodologies, techniques, concepts, training materials, know-how and expertise used, or retained, by Fivetran or its personnel in providing the Deliverables.
“Fivetran Partner” means an authorized reseller, distributor or other partner of Fivetran for the Fivetran Products and/or Professional Services.
“Fivetran Product” means (a) a SaaS-based data integration product (“SaaS Product”), (b) downloadable data integration software component or product installed on premise or in Customer’s private cloud environment (“On-Prem Software”), or (c) any combination or hybrid thereof, in each case provided by Fivetran.
“Order Form” means an ordering document, online order, or Term Sheet entered into between Customer and Fivetran, or online order process completed by Customer and confirmed by Fivetran, in each case specifying the Fivetran Product(s) and/or Professional Services to be provided under this Agreement.
“Professional Services” means consulting, developmental, training, educational, or advisory services provided by Fivetran as identified in the applicable Order Form and/or SOW.
“Required Information” means Customer materials, resources and log-in credentials provided by Customer to Fivetran in connection with the Professional Services.
“Software and Service Specific Requirements” means the requirements for certain of the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/service-specific-requirements, solely to the extent Customer uses such Fivetran Products or Professional Services.
“Source and Target Systems” means, with respect to On-Prem Software, the permitted type and number of computer hardware systems, storage platforms and computer frameworks from which Customer may use such On-Prem Software, as identified in the applicable Order Form.
“SOW” means a statement of work entered into between Customer and Fivetran containing the terms and conditions upon which Fivetran will provide Professional Services to Customer.
“Support Policy” means Fivetran’s support policy located at https://www.fivetran.com/legal/support-policy.
“System Data” means data, information or outputs derived by Fivetran from the use of a Fivetran Product, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of the Fivetran Product (e.g., a user’s path through the Fivetran Product, login frequency, query logs, etc.). For the avoidance of doubt, System Data does not include Customer Data and does not relieve Fivetran from otherwise complying with its confidentiality obligations under this Agreement with respect to Customer Data.
“Term Sheet” means a written document entered into between or accepted by the parties specifying the Fivetran Product(s) or Professional Services that Customer has purchased through a Fivetran Partner, along with any terms and conditions relating to the authorized use thereof.
“Third Party Platform” means any product, add-on or platform not provided by Fivetran that Customer uses with the Fivetran Product.
“Trial Product” means any Fivetran Product provided on a free, trial, evaluation, proof of concept or similar basis.
“User” means an employee, contractor (to the extent providing services to Customer) or end user of Customer that Customer has provisioned to use a Fivetran Product through Customer’s account.
2. FIVETRAN PRODUCTS, SERVICES, AND SUPPORT; PROPRIETARY RIGHTS
2.1 Fivetran Products and Professional Services. Fivetran will provide to Customer, and Customer will have the right to use and access the Fivetran Products and Professional Services identified on each Order Form in accordance with this Agreement and the technical support and service level agreement terms referenced in the Support Policy. Fivetran will comply with applicable laws and regulations (“Applicable Laws”) related to the provision of the Fivetran Products and Professional Services to Fivetran’s customers generally.
2.2 On-Prem Software License. With respect to any Order Form that includes On-Prem Software, subject to the terms of this Agreement, Fivetran grants to Customer a limited, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement under Section 11.6 (Assignment)), non-sublicensable, royalty free, worldwide license during the subscription term of such Order Form to install, integrate and use for its own internal business purposes such On-Prem Software on the Source and Target Systems.
2.3 Professional Services.
(a) Customer may purchase Professional Services as may be described more specifically in a SOW. Any material adjustments to the Professional Services will require a change order executed by both parties prior to implementation of such adjustments (“Change Order”), which may result in additional fees. Each Change Order must include the changes to Professional Services and impact on timing and fees; once executed the Change Order is deemed part of the Order Form.
(b) Customer agrees to provide Fivetran with reasonable access to the Required Information, Customer Data and Customer’s equipment and personnel, to the extent necessary to perform the Professional Services. Customer acknowledges that Fivetran’s ability to provide the Professional Services depends on Customer’s reasonable cooperation. Fivetran will have no liability resulting from failure to perform due to Customer’s failure or delay in providing the foregoing in a timely manner.
(c) Subject to the terms of this Agreement, Fivetran grants to Customer a limited, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement under Section 11.6 (Assignment)), non-sublicensable, royalty free, worldwide license to use, copy, modify or create derivative works based on any Deliverables solely for Customer’s internal business use in connection with Customer’s use of the Fivetran Product during the Term. If and to the extent Fivetran incorporates any Fivetran Materials into the Deliverables, Fivetran grants Customer a limited, non-exclusive, non-transferable royalty-free worldwide license to use, copy, modify or create derivative works based on the Fivetran Materials, solely as incorporated into the Deliverables and as reasonably necessary to use the Deliverables. Notwithstanding the foregoing, the parties may mutually agree to additional terms and restrictions related to the use of Deliverables in a specific SOW, in which case those terms will apply to such Deliverables only.
2.4 Affiliates. If any of Customer’s Affiliates desire to make separate purchases of Fivetran Products or Professional Services, such Customer Affiliate shall execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement. Customer shall ensure that any claim by an Affiliate of Customer hereunder shall only be brought against Fivetran by Customer on behalf of such Affiliate.
2.5 Fivetran Partners. This Agreement specifies the terms and conditions under which Fivetran Products or Professional Services are provided by Fivetran to Customer, whether purchased directly through Fivetran or indirectly through a Fivetran Partner. Purchases through a Fivetran Partner will be placed through a separate agreement, ordering document or online order between Customer and a Fivetran Partner, or online order process completed by Customer and confirmed by a Fivetran Partner (any of the foregoing, the “Partner Sales Agreement”) which shall address, as between Customer and the Fivetran Partner, any terms and conditions relating to the quantity of Fivetran Products and Professional Services purchased, fees, payment (including any applicable refunds), taxes and renewals. The Partner Sales Agreement is between Customer and the Fivetran Partner and is not binding on Fivetran, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Fivetran Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between Fivetran and Customer. Customer agrees that, in connection with Professional Services or Fivetran Products purchased through a Fivetran Partner: (a) Fivetran may share information with the Fivetran Partner related to Customer’s use and consumption of the Fivetran Products under this Agreement; (b) all payments of fees, refunds and credits, if any, are payable by or to the Fivetran Partner; and (c) the Fivetran Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Fivetran.
2.6 Marketplace Customers. In the event Customer purchases Fivetran Products, including any eligible Professional Services, through an Authorized Marketplace Provider, such purchases will be subject to the terms available at https://www.fivetran.com/legal/marketplace-terms.
2.7 Proprietary Rights. Customer owns all right, title and interest in and to the Customer Data, Required Information, and Customer’s Confidential Information. Customer grants Fivetran all necessary rights to process and use Customer Data and the Required Information, in each case in accordance with the terms of this Agreement. Fivetran owns and retains all right, title and interest in and to the Fivetran Products (including any improvements thereto made as a result of Customer feedback or suggestions), System Data, Professional Services, Deliverables, Fivetran Materials, Documentation and Fivetran’s Confidential Information. All rights not expressly granted under this Agreement are reserved.
2.8 Feedback. Customer is under no obligation to provide Fivetran with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the features, functionality, or operation of the Fivetran Products or Professional Services (“Feedback”), and Fivetran has no obligation to use any Feedback. If Customer elects to provide Feedback, Customer grants Fivetran a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sublicensable, and assignable license to incorporate such Feedback into the Fivetran Products or Professional Services or otherwise use such Feedback, provided that such use is not attributable to Customer. Feedback is provided “as is,” without warranties of any kind.
3. CUSTOMER RESPONSIBILITIES; POWERED BY FIVETRAN DEPLOYMENTS
3.1 Customer Responsibilities.
(a) General. Notwithstanding anything to the contrary herein, Customer is solely responsible for (i) the accuracy, content and legality of all Customer Data and Required Information and warrants that it has sufficient rights in the Customer Data and Required Information to permit: (A) Customer's use and receipt of the Fivetran Products, (B) with respect to SaaS Products, Fivetran’s access to and processing of Customer Data pursuant to this Agreement, and (C) Fivetran’s performance of the Professional Services; and (ii) the acts and omissions of its employees, contractors and Users and their compliance with this Agreement.
(b) Personal Health Information. Where required by the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer agrees not to upload to any SaaS Product any personal health information (“PHI Data”) unless Customer and Fivetran have executed Fivetran’s Business Associate Agreement (“BAA”), which BAA shall be incorporated by reference into, and subject to, this Agreement. Unless a BAA is in place, Fivetran will have no liability under this Agreement for PHI Data, notwithstanding anything in this Agreement, or pursuant to HIPAA or any other Applicable Laws.
(c) Restrictions and Requirements. Customer will use the Fivetran Products and Professional Services in accordance with the Acceptable Use Policy and the Software and Service Specific Requirements.
3.2 Powered by Fivetran Deployments. If so specified in the applicable Order Form, Customer may offer the applicable Fivetran Product to its customers as part of an integrated product (“Powered by Fivetran Deployment” or “PBF”), subject to (a) a written agreement with each end-customer that conditions its authorization to use the Fivetran Product on its acceptance of terms equivalent to the Master Subscription Agreement available at https://www.fivetran.com/legal/online-service-agreement(the “End-Customer Agreement”); and (b) Fivetran’s prior approval of the integrated product and specific PBF use case proposed by Customer for its customers. The End-Customer Agreement is between Customer and its end-customer and is not binding on Fivetran, and any disputes related to the End-Customer Agreement shall be handled directly between Customer and such end-customer. Customer is responsible for providing first-level support to its end-customers regarding Fivetran Product-related issues; Fivetran will provide support only to Customer regarding such Fivetran Product. Customer is responsible for its end-customer’s use of the Fivetran Products under this section in a manner that conforms with the Documentation and the restrictions and requirements set forth in this Agreement.
4. CONFIDENTIALITY
4.1 Confidential Information. Subject to the limitations set forth in Section 4.2 (Exceptions), all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) during the Term (as defined below), whether in oral, written, graphic or electronic form the Disclosing Party has either marked as confidential or proprietary, the Disclosing Party has identified in writing as confidential or proprietary within 30 days of disclosure to the Receiving Party, or that a prudent business person in Receiving Party’s position would conclude is confidential given the nature of the information or the circumstances surrounding its disclosure, shall be deemed to be “Confidential Information”. Confidential Information of Fivetran includes non-public information regarding features, functionality, pricing (including any discounts) and performance of the Fivetran Products and Professional Services, the Deliverables (subject to Customer’s rights to any of its Confidential Information incorporated into the Deliverables) and Fivetran Materials. Customer Data and Required Information are considered Customer’s Confidential Information. The terms of this Agreement and any agreement executed in connection herewith (including the Order Form and any SOW) shall be considered the Confidential Information of Fivetran and Customer. The Receiving Party agrees to maintain the confidentiality of any Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.
4.2 Exceptions. Confidential Information does not include information that: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the Receiving Party or persons or entities to whom the Receiving Party has disclosed, transferred or permitted access to such information pursuant to Section 4.3(a) (Nondisclosure and Use); (c) becomes available to the Receiving Party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the Disclosing Party.
4.3 Nondisclosure and Use. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to any person or entity, except: (a) to employees, agents and professional advisors of the Receiving Party who have a need to know such information and who are subject to confidentiality agreements with the Receiving Party at least as protective of the Disclosing Party’s Confidential Information as this Agreement or, in the case of professional advisors, are bound by legal duties to keep such Confidential Information confidential consistent with the terms of this Agreement; or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the Receiving Party immediately notifies the Disclosing Party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may seek appropriate protective action. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
4.4 Return; Destroy; Protect. On the Disclosing Party’s request, the Receiving Party will return or destroy all Confidential Information of the Disclosing Party that has been supplied to or acquired by the Receiving Party, other than: (a) records the Receiving Party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the Receiving Party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the Receiving Party retains such Confidential Information, the Receiving Party will continue to protect such Confidential Information in accordance with Section 4.1 (Confidential Information) and Section 4.3 (Nondisclosure and Use) for so long as it meets the definition of Confidential Information.
4.5 Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this Section 4 (Confidentiality). The parties agree the Disclosing Party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the Receiving Party of this Section 4 (Confidentiality).
5. SECURITY MEASURES
5.1 Protection of Customer Data. Fivetran will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, in accordance with the Fivetran security policy located at https://fivetran.com/docs/security (the “Security Policy”) posted as of the Effective Date (as the Security Policy may be updated by Fivetran in a manner that does not materially decrease the applicable protections). The Security Policy includes measures for preventing access, use, modification or disclosure of Customer Data by Fivetran personnel, except (a) to provide the applicable Fivetran Product and to prevent or address service or technical problems, or (b) as Customer expressly permits in this Agreement or otherwise in writing. To the extent applicable, Fivetran’s Data Processing Addendum (available at https://www.fivetran.com/legal/data-processing-addendum) (“DPA”) is incorporated by reference into this Agreement.
5.2 Deletion of Customer Data. Upon termination or expiration of this Agreement, in the event Fivetran has any Customer Data, Fivetran shall delete all such Customer Data from its systems without retaining any copies thereof, other than copies retained in accordance with Fivetran’s internal document retention and information technology policies or, in the case of Customer Data constituting Personal Data (as defined in the DPA), in accordance with the DPA.
5.3 Customer Responsibilities. Customer is responsible for security relating to its environment, particularly its Source and Target Systems, and security relating to its configuration of the Fivetran Products. This includes implementing and managing procedural, technical, and administrative safeguards on its systems and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data and (b) follow the principle of least privilege when connecting the Fivetran Products to Customer’s data sources and destinations, especially by granting no more than read-only access to data sources. Customer is also responsible for provisioning Users, including: (i) methods of authenticating Users (such as SSO or industry-standard secure username/password policies); (ii) managing admin privileges; (iii) deauthorizing personnel who no longer need access to the applicable Fivetran Product; and (iv) setting up any API usage in a secure way. Fivetran will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of the Fivetran Products.
6. PAYMENT OF FEES
6.1 Calculation of Fees. Customer will pay Fivetran the applicable fees described in each Order Form (the “Fees”), except if Customer is purchasing a Fivetran Product or Professional Services through a Fivetran Partner then such fees shall be payable to the Fivetran Partner in accordance with the Partner Sales Agreement. All Fees are non-cancelable and non-refundable, except as expressly provided otherwise herein. If Customer’s use of a Fivetran Product exceeds the usage or capacity set forth on the applicable Order Form, or otherwise requires the payment of additional Fees (per the terms of this Agreement or the Order Form), Fivetran will invoice Customer in arrears for such additional usage or capacity and Customer agrees to pay the additional Fees in the manner provided herein.
6.2 Payment Terms. Fivetran will bill Customer for the Fivetran Products or Professional Services through an invoice, through the marketplace where the original purchase was made, or directly through a credit card if provided. Unless otherwise agreed to in an applicable Order Form, full payment for any Fivetran invoice must be received by Fivetran within 30 days after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants Fivetran the right to provide the credit card information, including the credit card number, its expiration date and billing address, to third parties for the purposes of facilitating payment transactions. Fivetran reserves the right to charge a 3% surcharge for any credit card payments. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Except for Fees subject to a good faith dispute, any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If Customer believes that Fivetran has billed Customer incorrectly, Customer must contact Fivetran no later than 60 days after the date of the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Fivetran’s customer support department.
6.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges (collectively, “Taxes”). Customer is responsible for payment of all Taxes, except taxes based on Fivetran’s net income. If Customer is required to pay any such Taxes, Customer shall pay such Taxes with no reduction or offset in the amounts payable to Fivetran hereunder. If an applicable tax authority requires Fivetran to pay any Taxes that should have been payable by Customer, Fivetran will advise Customer in writing, and Customer will promptly reimburse Fivetran for the amounts paid.
6.4 Out-of-pocket Expenses. Fivetran will generally provide the Professional Services remotely, unless agreed in writing by the parties in advance. If Fivetran’s personnel travel at Customer’s request, Customer agrees to reimburse our reasonable, actually-incurred travel and lodging expenses. While on Customer’s premises, Fivetran personnel will adhere to Customer’s reasonable onsite access policies (provided in writing in advance). For the avoidance of doubt, no such policies will be deemed to modify the terms of this Agreement.
6.5 On-Prem Software Usage Calculation. With respect to On-Prem Software, if Customer’s system configuration blocks Fivetran’s ability to determine the monthly amounts owed for Customer’s use of such software, then at Fivetran’s request Customer will provide a monthly report and such other reasonably requested information in order for Fivetran to determine such amounts, including a breakdown of Users, data sources and destinations between Customer-internal usage and PBF usage.
7. TERM, TERMINATION AND SUSPENSION
7.1 Term. This Agreement will commence on the Effective Date and will continue until terminated as set forth below (the “Term”). The initial term of each Order Form will begin on the effective date of such Order Form and will continue for the subscription term set forth therein, provided that if Customer is on a monthly plan (a) such Order Form will continue until such date as the applicable monthly plan is canceled; and (b) after cancellation, Customer may revive its account by recommencing data transfers. If Customer uses any Fivetran Product after the end of the subscription term listed on the Order Form, Customer will be billed in arrears according to the Order Form for any continued usage of such Fivetran Product. Except with respect to monthly plans, each Order Form will renew automatically for successive one-year periods on the then-current Order Form terms and conditions, unless a party provides notice of nonrenewal to the other party at least 60 days prior to expiration of the then-applicable subscription term.
7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice (a) if the other party materially breaches any of the terms or conditions of this Agreement, any other terms or agreements incorporated by reference herein, or the applicable Order Form (including any failure by Customer to pay any amounts when due), and such other party fails to cure such breach within 30 days after receipt of written notice from the non-breaching party describing the breach or immediately if such material breach is incapable of cure; or (b) unless otherwise prohibited by Applicable Law, immediately if a party 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), makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets. Upon any expiration or termination of this Agreement, (i) Customer remains obligated to pay the balance due on Customer’s account accrued prior to expiration or termination, and will be billed for such unpaid Fees, and (ii) Customer shall immediately cease using the applicable Fivetran Products.
7.3 Survival. All sections of this Agreement that by their nature should survive termination will survive termination, including accrued rights to payment, and terms and conditions relating to proprietary rights, technology restrictions, confidentiality, disclaimers, termination, indemnification, limitations of liability and the miscellaneous provisions below.
7.4 Suspension. Without limiting Fivetran’s other remedies (including any termination rights) set forth in this Agreement, Fivetran reserves the right to suspend Customer’s access to or prohibit the use of the Fivetran Products and Professional Services (a) if Fees are 30 days or more overdue, and are not otherwise subject to a good faith dispute pursuant to Section 6.2 (Payment Terms); (b) if Fivetran deems such suspension necessary as a result of Customer’s breach of Section 3.1(c) (Restrictions and Requirements), Section 3.2 (Powered By Fivetran Deployments) or Section 11.11 (Export Compliance; International Trade Laws); (c) if Fivetran reasonably determines suspension is necessary to avoid material harm to Fivetran or its customers, including if the Fivetran Product is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Fivetran’s reasonable control; or (d) as required by Applicable Law or at the request of a governmental entity. Where practicable, Fivetran will provide Customer with prior notice of the suspension so that Customer may seek to resolve the issue and avoid such suspension.
8. WARRANTIES AND DISCLAIMER
8.1 Mutual. Each of Fivetran and Customer warrants that: (a) it has the legal power and authority to enter into this Agreement, the Order Form and any other agreements contemplated hereby, and such agreements constitute a legal, valid and binding obligation of such party when signed by the other party; (b) the person signing or accepting this Agreement, the Order Form and any other such agreements on its behalf is a duly authorized representative of such party with the authority to bind such party to such agreements; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
8.2 Fivetran Warranties. Fivetran warrants that (i) the Fivetran Product will perform materially as described in the Documentation and Fivetran will not materially decrease the overall functionality of the Fivetran Product during the applicable subscription term, and (ii) the Professional Services will be performed in a professional and workmanlike manner consistent with applicable industry standards and substantially in accordance with the Order Form or SOW. ((i) and (ii) collectively, the “Performance Warranty”). Fivetran will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Fivetran fails to do so within a reasonable period of time after receipt of Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Fivetran Product, in which case Fivetran will issue a pro rata refund to Customer for any prepaid subscription fees equal to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of the Performance Warranty in reasonable detail within 30 days after discovering the issue in the Fivetran Product or Professional Services. These procedures are Customer’s exclusive remedies and Fivetran’s sole liability for breach of the Performance Warranty, except that if breach of the Performance Warranty constitutes a material breach of this Agreement, then Customer may terminate this Agreement in accordance with Section 7.2(a) (Termination).
8.3 Trial Products and Pre-commercial Features. From time to time, Customer may have the ability to use a Trial Product or new features on an alpha test, beta test or similar basis (“Pre-commercial Features”). Pre-Commercial Features are optional and will be identified as such so that Customer may decide whether to opt in. Either party may terminate Customer’s use of Trial Products and Pre-Commercial Features at any time for any reason. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRIAL PRODUCTS AND PRE-COMMERCIAL FEATURES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS OR LIABILITIES, AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT THERETO.
8.4 DISCLAIMERS. FIVETRAN DOES NOT WARRANT THAT THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (WARRANTIES AND DISCLAIMER), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIVETRAN PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PROFESSIONAL SERVICES ARE NOT SUBJECT TO ANY UPDATES, MAINTENANCE OR SUPPORT, EXCEPT AS PROVIDED IN THE SOW. NOTWITHSTANDING ANYTHING HEREIN, FIVETRAN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING ANY ON-PREM SOFTWARE BEFORE USING IT IN A LIVE ENVIRONMENT, THE PROTECTION OF ITS DATA AND INFORMATION THROUGH INSTALLATION OF THE MOST RECENT COMPUTER VIRUS DETECTION PROGRAMS, AND THE TIMELY CREATION OF BACK-UP COPIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FIVETRAN DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT ANY ON-PREM SOFTWARE LICENSED WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, AND THE RESULTS OF USING THE ON-PREM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. FIVETRAN SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING FOR LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, IN EACH CASE TO THE EXTENT SUCH DAMAGE RESULTS FROM CUSTOMER’S INSUFFICIENT TESTING OF ANY ON-PREM SOFTWARE PRIOR TO DEPLOYMENT IN A LIVE ENVIRONMENT.
9. INDEMNIFICATION
9.1 By Fivetran. Fivetran will indemnify and defend Customer and its Affiliates (authorized under Section 2.4 (Affiliates)) and its and their respective officers, directors and employees (collectively, “Customer Indemnified Parties”) from and against any damages and costs finally awarded against the Customer Indemnified Parties or agreed to in settlement by Fivetran (including reasonable attorneys’ fees) in connection with any claims, actions and demands brought by a third party (collectively, “Claims”) alleging the Fivetran Product (excluding Customer Data) infringes such third party’s trademark, issued patent, or copyright, or Fivetran misappropriated such third party’s trade secrets in the development of the Fivetran Product (a “Fivetran IP Claim”). The foregoing obligations do not apply with respect to portions or components of the Fivetran Product (a) made in whole or in part in accordance with Customer specifications; (b) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (c) where Customer’s use of the Fivetran Product is not strictly in accordance with this Agreement; or (d) in the case of On-Prem Software, (i) that are modified by or on behalf of Customer after delivery by Fivetran or (ii) where Customer continues the allegedly infringing activity after being notified thereof or after being provided an update that would have avoided the alleged infringement. If the use of the Fivetran Product by Customer has become, or in Fivetran’s opinion is likely to become, the subject of any Fivetran IP Claim, Fivetran shall, at its option and expense (A) replace or modify the Fivetran Product to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Customer a license to continue using the Fivetran Product; or (C) if neither of the foregoing is commercially practicable, terminate this Agreement or the applicable Order Form and provide Customer a pro rata refund of any prepaid Fees equal to the terminated portion of the applicable subscription term.
9.2 By Customer. Customer will indemnify and defend Fivetran and its Affiliates and its and their respective officers, directors and employees (collectively, “Fivetran Indemnified Parties”) from and against any damages and costs finally awarded against the Fivetran Indemnified Parties or agreed to in settlement by Customer (including reasonable attorneys’ fees) in connection with any Claims arising from or related to Customer Data or Required Information or their use with the Fivetran Products or Professional Services, as applicable, provided Fivetran’s use of the Customer Data or Required Information is in accordance with this Agreement.
9.3 Process. If the Customer Indemnified Parties or Fivetran Indemnified Parties (each, an “Indemnified Party”) becomes aware of any Claim it believes it should be indemnified under Section 9.1 (Indemnification - By Fivetran) or Section 9.2 (Indemnification - By Customer), as applicable, the Indemnified Party will give Fivetran or Customer (the “Indemnifying Party”) prompt written notice of such Claim; provided that the failure to do so will not relieve the Indemnifying Party of its indemnification obligations except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby. The Indemnifying Party will have the sole and exclusive authority to defend and/or settle any such Claim; provided that it will not settle or compromise any Claim or make any admission of liability without the Indemnified Party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the Indemnified Party of all related liability. The Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with such defense and settlement of any Claim, and will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing.
10. LIMITATIONS OF LIABILITY
10.1 NO CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN SECTION 10.5 (EXCLUDED LIABILITIES), IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 GENERAL CAP. EXCEPT AS SET FORTH IN SECTION 10.3 (SPECIAL CAP) AND SECTION 10.5 (EXCLUDED LIABILITIES), THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”).
10.3 SPECIAL CAP. THE AGGREGATE, CUMULATIVE LIABILITY OF FIVETRAN (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR A BREACH OF ITS OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY) OR SECTION 5 (SECURITY MEASURES) THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA BY FIVETRAN, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“SPECIAL CAP”).
10.4 NO CUMULATIVE LIABILITY. IN NO EVENT WILL FIVETRAN (OR ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL CAP AND SPECIAL CAP, AND SUCH CAPS WILL NOT BE CUMULATIVE. THE MONETARY CAPS SET FORTH IN THIS SECTION 10 SHALL APPLY, ON AN AGGREGATED BASIS, ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) GOVERNING CUSTOMER’S USE OF THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES ENTERED INTO BETWEEN FIVETRAN AND ANY OF CUSTOMER’S AFFILIATES, INCLUDING WITHOUT LIMITATION, AS CONTEMPLATED BY SECTION 2.4 (AFFILIATES).
10.5 EXCLUDED LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 10 (LIMITATIONS OF LIABILITY), LIABILITY IS NOT LIMITED FOR THE FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (B) INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (C) FIVETRAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 (INDEMNIFICATION - BY FIVETRAN) FOR FIVETRAN IP CLAIMS; (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2 (INDEMNIFICATION - BY CUSTOMER); AND (E) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (PAYMENT OF FEES).
INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. MISCELLANEOUS
11.1 No Agency; No Third Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. For the avoidance of doubt, there are no third party beneficiaries under this Agreement.
11.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; upon receipt, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the then current Order Form.
11.3 Marketing Permissions. Fivetran may use and display Customer’s name and logo (“Customer Marks”) on its website and in marketing materials to identify Customer as a customer. Fivetran may also invite Customer to participate in marketing initiatives (such as a case study, press release, testimonial, or event) and, if Customer agrees, Fivetran may use the resulting works (“Marketing Content”) in its marketing and promotional materials at its discretion. Fivetran will own all rights, title, and interest in the Marketing Content (excluding Customer’s intellectual property rights in the Customer Marks that may be used therein). Fivetran will cease using Customer Marks and Marketing Content upon termination or expiration of this Agreement or Customer’s written request
11.4 Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by Applicable Law, if such modification is not possible, the provision will be severed, and the remainder of this Agreement shall remain in full force and effect.
11.5 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, including acts of God, unusually severe weather, war, invasion, riot or other civil unrest, government laws, orders or embargoes, strikes or lockouts (a “Force Majeure Event”), that party upon giving prompt notice to the other party (including the cause and effect of such failure and the anticipated duration of its inability to perform) shall be excused from such performance during such occurrence for a period equal to the duration of such Force Majeure Event; provided, however, the party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences and cause the cessation of any such event.
11.6 Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its (a) Affiliate or (b) successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party related to this Agreement, unless the successor is a competitor of the other party. Any other purported assignment shall be void.
11.7 Integration; Order of Precedence. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void, even if accepted by Fivetran or executed by the parties after the Effective Date. In the event of a conflict or inconsistency among the following documents, the order of precedence will be: (a) the applicable Order Form(s); (b) the BAA; (c) the DPA; (d) the Software and Service Specific Requirements; (e) the Acceptable Use Policy, (f) this Agreement; and (g) the applicable Documentation.
11.8 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement.
11.9 Governing Law and Jurisdiction; Fees. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.
11.10 Interpretation. For purposes hereof, “including” means “including without limitation”. A reference to a statute or statutory provision shall be a reference to it as amended, extended or re-enacted from time to time, and shall also include all subordinate legislation made from time to time under that statute or statutory provision. Any reference to the requirement for something to be given, received or similar in “writing” or “written” shall include and permit this to be done by e-mail provided such e-mail is sent to an authorized representative of that party. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. The headings used in this Agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
11.11 Export Compliance; International Trade Laws. Fivetran Products may be subject to laws and regulations related to international transactions, including export controls, import controls, and trade sanctions administered or enforced by the United States and other applicable jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of the Fivetran Products, including that Customer will not, export or re-export, directly or indirectly, the Fivetran Products in violation of Applicable Law, permit access to or use of any Fivetran Products in Afghanistan, Belarus, Russia and Venezuela (collectively, “Designated Jurisdictions”) or any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use Fivetran Products in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Customer will not submit to any Fivetran Product any data controlled under the U.S. International Traffic in Arms Regulations. Each party further represents that it (and with respect to Customer, each User and / or Affiliate accessing the Fivetran Product) is (a) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (b) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (c) is not owned directly or indirectly by persons who are named on any such list(s).
11.12 Government Terms. Fivetran Products, Professional Services, and related software and Documentation are “commercial products”, “commercial items”, “commercial computer software” and “commercially available off the shelf items” as defined in FAR 2.101 and other relevant government procurement regulations including agency supplements. This Agreement reflects (a) standard commercial practices for the acquisition of the Fivetran Products and Professional Services and (b) terms and conditions that Fivetran customarily provides to its other customers. This Agreement applies to Customer’s use of the Fivetran Products and Professional Services as consistent with Applicable Law. If these terms fail to meet Customer’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Fivetran Products and/or Professional Services. If this Agreement conflicts with Applicable Law (such as FAR Part 12.212(a)), those terms are deleted and unenforceable as applied to any Order Forms. Fivetran developed the Fivetran Products and Professional Services solely at private expense. All other use is prohibited.
History - archived version
Privacy Notice
Version 29.0
Effective September 12th 2025
DownloadTable of Contents
Fivetran Privacy Notice
Last updated: July 8, 2025
Fivetran Inc. ("Fivetran") respects your right to privacy. This Privacy Notice explains who we are, how we collect, store, share and use personal data about you, and how you can exercise your privacy rights. This Privacy Notice applies to personal data that we collect, including through our website at www.fivetran.com, within our product(s) and on other websites that Fivetran operates and that link to this Privacy Notice (collectively “Websites”).
If you have any questions or concerns about our use of your personal data, then please contact us using the contact details provided under the “How to contact us” heading at the bottom of this Privacy Notice.
What personal data does Fivetran collect and why?
Broad Categories of personal data collected:
Broad Categories Collected | Examples |
Identifiers | Name, contact information, and other personal data that can directly or indirectly identify a user |
Select Information in Customer Records | Name, contact information, and company information |
Commercial Purchasing Information | Records of products and services purchased |
Internet or Network Activity | Browsing history, |
Information Typically Detected by Senses | Audio information (call recordings) |
Employment Information | Role, title, and other relevant employer information |
Inferences Drawn from other Personal Data | Buying intent and other relevant information to market or provide the services |
The personal data that we may collect about you broadly falls into the following categories of sources:
- Information that you provide voluntarily
Certain parts of our Websites may ask you to provide personal data voluntarily; for example, we may ask you to provide your contact details in order to register an account with us, for technical support, to subscribe to marketing communications from us, to register for an event, to access content, and/or to submit inquiries to us. The personal data that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide your personal data. - Information that we collect automatically
When you visit our Websites, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal data under applicable data protection laws.
Specifically, the information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser-type, broad geographic location (e.g. country or city-level location) and other technical information. We may also collect information about how your device has interacted with our Websites, including the pages accessed and links clicked.
Collecting this information enables us to better understand the visitors who come to our Websites, where they come from, and what content on our Websites is of interest to them. We use this information for internal analytics purposes and to improve the quality and relevance of our Websites to our visitors.
Some of this information may be collected using cookies and similar tracking technology, as explained further under the heading “Cookies and similar tracking technology” below. When you use our products and services, we may collect certain information automatically in order to provide our products and services, to improve our products and services, to investigate potential security issues, and to prevent fraud or misuse of our products and services. When you communicate with us, we may also automatically collect information related to our correspondence with you, such as emails and text messages sent or received.
- Information that we obtain from third party sources
From time to time, we may receive personal data about you from third-party sources– including, but not limited to, lead generation providers, partners, content syndication providers, third-party enrichment tools, and meeting maker vendors–but only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal data to us.
The types of information we collect from third parties—including, but not limited to, name, contact information, title and/or role within your organization, internet activity, and company data–is used to market our services to you.
Sensitive Personal Data
We may collect sensitive personal data, or special category personal data, from customers as a part of providing our services. We do not use sensitive personal data for any other commercial purpose, we do not sell sensitive personal data, and we do not share sensitive personal data for online advertising.
Who does Fivetran share my personal data with?
We may disclose your personal data to the following categories of recipients:
- To our group companies and third-party services providers who provide data processing services to us (for example, to support the delivery of, provide functionality on, or help to enhance the security of our Websites), or who otherwise process personal data for purposes that are described in this Privacy Notice or notified to you when we collect your personal data. A list of our current subprocessors is available here https://fivetran.com/docs/privacy#pipelinedatasubprocessors.
- To our partners, to assist in (i) selling or distributing our products and services where information may be shared for the purpose of identifying prospective customers or opportunities or facilitating and managing partner relationships; or (ii) engaging in joint marketing activities where information may be shared for the purpose of organizing or sponsoring an event to which you have registered, enabling them to contact you about the event or their services where they have a lawful basis to do so, such as your consent, where required by applicable law. Sharing excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties. Fivetran will not share data from Google APIs with third party tools, such as AI models.
- To any competent law enforcement body, regulator, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person.
- To an actual or potential buyer (and its agents and advisers) in connection with any actual or proposed purchase, merger or acquisition of any part of our business, provided that we inform the buyer it must use your personal data only for the purposes disclosed in this Privacy Notice.
- To any other person with your consent to the disclosure.
Third parties we share with for a business purpose (in the last 12 months):
Broad Categories Collected | Types of third parties we share with |
Identifiers | Group companies, service providers, and partners |
Select Information in Customer Records | Group companies, service providers, and partners |
Commercial Purchasing Information | Group companies, service providers, and partners |
Internet or Network Activity | Group companies, service providers, and partners |
Information Typically Detected by Senses | Group companies, service providers, and partners |
Employment Information | Group companies, service providers, and partners |
Inferences Drawn from other Personal Data | Group companies, service providers, and partners |
Third parties we share with for a commercial purpose (including sale/online advertising in the past 12 months):
Broad Categories Collected | Types of third parties we share with |
Identifiers | Group companies, partners, and any other person with your consent |
Select Information in Customer Records | Group companies, partners, and any other person with your consent |
Commercial Purchasing Information | Group companies, partners, and any other person with your consent |
Internet or Network Activity | Group companies, partners, and any other person with your consent |
Information Typically Detected by Senses | Group companies, partners, and any other person with your consent |
Employment Information | Group companies, partners, and any other person with your consent |
Inferences Drawn from other Personal Data | Group companies, partners, and any other person with your consent |
Fivetran has no actual knowledge that it sells or shares the personal information of individuals under 16 years of age.
Legal basis for processing personal data
Our legal basis for collecting and using the personal data described above will depend on the personal data concerned and the specific context in which we collect it.
However, we will normally collect personal data from you only (i) where we need the personal data to perform a contract with you, (ii) where the processing is in our legitimate interests and not overridden by your rights, or (iii) where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal data from you or may otherwise need the personal data to protect your vital interests or those of another person.
If we ask you to provide personal data to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal data is mandatory or not. Please note, if you choose not to provide the requested personal data the main consequences are that (i) we may not be able to provide services to you, and (ii) your experiences with our services and marketing efforts may be less personalized.
If we collect and use your personal data in reliance on our legitimate interests (or those of any third party), this will normally be to operate our platform and to communicate with you as necessary – for example, when responding to your queries, analyzing use of and improving our platform, undertaking marketing activities for existing customers as legally permitted, and detecting or preventing illegal activities. We may have other legitimate interests and we will make clear to you at the relevant time what those legitimate interests are. We rely on these legal bases to process data for the following purposes: to help provide the services (e.g. customer support and usage data) and to market our services to existing customers as legally permitted.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal data, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
Cookies and similar tracking technology
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Website owners can use cookies for a variety of reasons that can include enabling their websites to work (or work more efficiently), providing personalized content and advertising, and creating website analytics.
Cookies set by the website owner (in this case, Fivetran) are called "first-party cookies." Only the website owner can access the first-party cookies it sets. Cookies set by parties other than the website owner are called "third-party cookies.” Third-party cookies enable third-party features or functionality to be provided on or through the website (e.g. like advertising, interactive content, and social sharing). The parties that set these third-party cookies can recognize your device both when it visits the website in question and also when it visits other websites that have partnered with them. Please view our cookie list for more information on the third-party vendors we use at https://www.fivetran.com/cookie-list.
Fivetran may use web beacons, tags, flash cookies, HTML5, and scripts (“Data Tools”) in our Websites or emails to help deliver cookies, count visits, understand usage and campaign effectiveness, and determine whether an email has been opened and acted upon. Fivetran may receive reports based on the use of these technologies by our service and analytics providers on an individual and aggregated basis.
If you want to learn more about cookies, or how to control, disable or delete them, please visit http://www.allaboutcookies.org for detailed guidance. For further information on how to manage flash cookies, please click here.
Why do we use cookies?
We use first-party and third-party cookies for several reasons. Some cookies are required for technical reasons that are strictly necessary for our Websites to operate, and we refer to these as "essential" cookies. Other cookies also enable us to provide website functionality, or to enhance visitors' experience on our Websites by providing them with personalized content and advertising. This is described in more detail below.
Cookies collect certain standard information that your browser sends to the Websites such as your browser type and language, access times, and the address of the website from which you arrived at a Website. They may also collect information about your Internet Protocol (IP) address, clickstream behavior (i.e. the pages you view, the links you click, and other actions you take when you use the Websites), and product information. These are called first-party cookies and they are essential to the Websites’ operation.
Fivetran may also contract with third-party advertising networks that collect non-personally identifiable information and personal data through the Websites, emails, and on third-party websites. Advertising networks follow your online activities over time by collecting usage data through Data Tools and use this information to provide advertisements about products and services tailored to your interests. You may see these advertisements on other websites. This process also helps us manage and track the effectiveness of Fivetran’s marketing efforts.
The Websites may include third-party social media features, such as the Facebook Like button, and third-party widgets, such as the ‘Share This’ button or interactive mini-programs that run on the Websites. These features may collect your IP address, which page you are visiting on the Websites, and set a cookie to enable the feature to function properly. Your interaction with these features is governed by the privacy policy of the third-party company providing such features.
We use third-party advertising companies to display ads on the Websites tailored to your individual interests based on your internet activity, as well as to provide advertising-related services such as ad delivery, reporting, attribution, analytics, and market research. You can manage your preferences with regards to the receipt of tailored advertisements in the cookie settings described under the “How can you control cookies?” heading below. Please note if third-party cookies are switched off, you will continue to see advertisements, but they will no longer be tailored to your interests.
The specific types of first-party and third-party cookies served through our Websites and the purposes they perform are described in our cookie settings page and in our cookie list at https://www.fivetran.com/cookie-list.
What about other tracking technologies, like web beacons?
Cookies are not the only way to recognize or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs"). These are tiny graphics files that contain a unique identifier that enable us to recognize when someone has visited our Websites or opened an email that we have sent them. This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of email marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, which means declining cookies will often impair their functionality.
How can you control cookies?
You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences in our cookie settings page. Our cookie consent tool automatically honors Global Privacy Control (“GPC”) and Do Not Track (“DNT”) signals. Please be aware, however, that due to technical limitations in how opt-out tools store preferences, opt-out choices you make will apply only to the device and browser you are using at the time you make the request. For example, if you opt out on your desktop browser, this choice will not automatically carry over to your mobile device or other browsers on the same device. Opt-out preferences must be selected on each device and browser individually.
You can also set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our Websites though your access to some functionality and areas of our Websites may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser to browser, you should visit your browser's help menu for more information.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com, or http://www.youronlinechoices.eu/ if located in the European Union.
Artificial Intelligence
We may use artificial intelligence (“AI”) tools, including tools which automate or recommend decisions, to assist with various internal processes. When we use AI tools we will follow applicable law and ensure responsible use, employing safeguards such as
- A meaningful human review of automated decisions or recommendations;
- Data minimization and the facilitation of privacy rights requests;
- Complying with opt-out requests when required; and
- Testing automated decision-making tools for accuracy, fairness, and bias.
We may also use AI as a part of our products and services. When incorporating AI into our products and services, we strive to provide each customer with a choice on whether to utilize any AI component of our products.
How does Fivetran keep my personal data secure?
We use appropriate technical and organizational measures to protect the personal data that we collect and process about you. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal data. Fivetran is hosted on leading cloud service providers (linked on our security page at https://fivetran.com/docs/security#physicalandenvironmentalsafeguards) and uses industry-standard security protocols to protect personal data. Personal data is stored on private servers in a protected security group. All connections between the end user and our servers are encrypted with SSL, and server software is kept continuously up to date with the latest security patches.
International data transfers
Your personal data may be transferred to, and processed in, countries other than the country in which you are a resident. These countries may have data protection laws that are different than the laws of your country.
To view our data residency locations, review our data residency policy at https://fivetran.com/docs/privacy#fivetrandataresidency. Our group companies, third-party service providers, and partners operate around the world.
However, we have taken appropriate safeguards to require that your personal data will remain protected in accordance with this Privacy Notice. These include complying with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework, and implementing applicable standard contractual clauses for transfers of personal data between our group companies, which require all group companies to protect personal data they process in accordance with applicable data protection law.
Our Data Protection Addendum is available online at https://www.fivetran.com/legal#dpa, and our Standard Contractual Clauses, when applicable, can be provided on request by contacting us at privacy@Fivetran.com. We have implemented similar appropriate safeguards with our third-party service providers and partners and can provide further details upon request.
Data retention
We retain personal data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements).
When we have no ongoing legitimate business need to process your personal data, we will either delete or anonymize it or, if this is not possible (for example, because your personal data has been stored in backup archives), then we will securely store your personal data and isolate it from any further processing until deletion is possible. For more detailed information on our retention practices, see https://fivetran.com/docs/privacy#retentionofcustomerdata.
Your data protection rights
You have the following data protection rights:
- If you wish to access, correct, update or request deletion of your personal data, you can do so at any time by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- In addition, you can object to processing of your personal data, ask us to restrict processing of your personal data or request portability of your personal data. Again, you can exercise these rights by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing emails we send you. To opt-out of other forms of marketing (such as postal marketing or telemarketing), then please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- Similarly, if we have collected and processed your personal data with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on lawful processing grounds other than consent.
- You have the right to opt out of the sale of your personal data, including sharing personal data for online advertising. For more information, visit our cookie settings page. Our cookie consent tool automatically honors GPC and DNT signals which are set on each individual device and browser.
- We do not use or disclose your sensitive personal data, except for the purpose of providing the services to our customers, and will not use it for any other purpose unless you subsequently authorize us to do so.
- You have the right to non-discrimination, meaning we may not discriminate against a user for exercising a privacy right.
- You have the right to have your authorized agent make a data privacy request on your behalf. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to complain to a data protection authority about our collection and use of your personal data. For more information, please contact your local data protection authority.
- If you are not satisfied with our response regarding your data privacy request, you have the right to appeal our decision. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice. If you are not satisfied with the result of the appeal, you have the right to contact your respective attorney general depending on where you reside.
If personal data covered by this Privacy Notice is to be used for a new purpose that is materially different from that for which the personal data was originally collected or subsequently authorized, or is to be disclosed to a non-agent third party in a manner not specified in this Privacy Notice, Fivetran will provide you with an opportunity to choose whether to have your personal data so used or disclosed.
We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws. Our process for verifying data protection requests is based on matching personal data provided by the requestor in their data protection request with personal data that we have on file for the requestor. The personal data points matched vary based on what Fivetran has on the requestor, but Fivetran uses multiple personal data points for verification. During the verification process, Fivetran aims to avoid collecting additional personal data from the requestor that has not been previously collected by Fivetran.
Data Subject Access Request Metrics
Fivetran is committed to providing transparency in how we handle data protection requests. Below is a summary of aggregated data protection requests across global data protection regimes applicable to Fivetran—excluding opt-out requests given Fivetran takes an opt-in approach to online advertising in the U.S.—for the 2023 reporting period.
Received | Fulfilled | Denied | Average time of response | |
Request to Access | 1 | 1 | 0 | 1 business day |
Request to Delete | 59 | 45 | 14 | 2 business days |
Legal Access Requests
If you are submitting a law enforcement, regulatory, government agency, court, or other third-party request, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework
Fivetran Inc. and its affiliate, Sutro Labs, Inc. ("Census") comply with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce. Fivetran Inc. and Census have certified to the U.S. Department of Commerce that they adhere to the EU-U.S. Data Privacy Framework Principles (“EU-U.S. DPF Principles”) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. Fivetran Inc. and Census have certified to the U.S. Department of Commerce that they adhere to the Swiss-U.S. Data Privacy Framework Principles (“Swiss-U.S. DPF Principles”) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this Privacy Notice and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles (collectively the “Principles”), the Principles shall govern. To learn more about the Data Privacy Framework (“DPF”) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Fivetran Inc. and Census commit to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF to JAMS, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://www.jamsadr.com/DPF-Dispute-Resolution for more information or to file a complaint. The services of JAMS are provided at no cost to you. You also have the possibility, under certain conditions, to invoke binding arbitration for complaints regarding our DPF compliance not resolved by any of the other DPF mechanisms. Please view the following for additional information on this process and the applicable requirements: https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2.
Fivetran and Census's accountability for personal data that it receives under the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF and subsequently transfers to a third party is described in the Principles. In particular, Fivetran and Census remain responsible and liable under the Principles if third-party agents, that Fivetran and Census engage to process personal data on its behalf, process personal data in a manner inconsistent with the Principles, unless Fivetran and Census prove that they are not responsible for the event giving rise to the damage. The Federal Trade Commission has investigation and enforcement authority over Fivetran and Census's compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF.
Updates to this Privacy Notice
We may update this Privacy Notice from time to time in response to changing legal, technical or business developments. When we update our Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Privacy Notice changes if and where this is required by applicable data protection laws.
You can see when this Privacy Notice was last updated by checking the “last updated” date displayed at the top of this Privacy Notice.
How to contact us
If you have any questions or concerns about our use of your personal data, please contact us at privacy@fivetran.com (we operate online), or at the following address:
Fivetran Inc., Attn: Data Protection Officer,
1221 Broadway, Suite 2400, Oakland, CA 94612, United States
We have a Data Protection Officer responsible for compliance with data protection law. Their contact details are DPO@fivetran.com.
The data controller of your personal data is Fivetran Inc. when we collect information from you for marketing purposes. Our customers are the data controller for personal data they provide to us when they use our services.
History - archived version
On-Prem Software License Addendum
Version 6.0
Effective March 3rd 2025
DownloadTable of Contents
2. Software and Service Specific Requirements for Hybrid Deployment
Fivetran On-Prem Software License Addendum
Fivetran On-Prem Software License Addendum
Last Updated: November 21, 2023.
This Fivetran On-Prem Software License Addendum (this “Addendum”) applies to customers who have purchased or been granted a license to any downloadable, on premise-installed data integration software component or product provided by Fivetran (“On-Prem Software”). This Addendum supplements the terms of the Master Subscription Agreement or other agreement for On-Prem Software (“Agreement”) entered into between Fivetran Inc. or its Affiliate (“Fivetran”) and the customer that has purchased or been granted a license to such On-Prem Software (“Customer”). Except as otherwise set forth in this Addendum, the terms of the Agreement, including, without limitation, any disclaimers, liability limitations and governing law or dispute resolution provisions set forth therein, will apply to the use of the On-Prem Software. In the event of a conflict between the Agreement and this Addendum, the terms of this Addendum will govern. Fivetran may update this Addendum from time to time. Any updates will become effective for Customer upon renewal or entry into a new Order Form for the applicable On-Prem Software after any updates go into effect. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) Fivetran may specify that such updates become effective during Customer’s then-current subscription. Fivetran may provide notice to Customer of any such updates through Customer’s account, an email to Customer’s email address, an in-product notification or by posting such update on Fivetran’s website, and Fivetran will otherwise provide a copy of any such update upon written request by Customer.
BY USING THE ON-PREM SOFTWARE OR ANY EQUIPMENT THAT CONTAINS THE ON-PREM SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS ADDENDUM. IF CUSTOMER DOES NOT AGREE TO ALL THE TERMS OF THIS ADDENDUM, CUSTOMER MUST NOT USE THE ON-PREM SOFTWARE. IF YOU ARE ACCEPTING OR AGREEING TO THIS ADDENDUM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT OR AGREE TO THIS ADDENDUM ON BEHALF OF SUCH ORGANIZATION.
1. DEFINITIONS
1.1 “Affiliate” means an entity controlling, controlled by or under common control with a party at any time during the term hereof, for so long as such control exists.
1.2 “Order Form” means an ordering document or online order entered into between Customer and Fivetran, or online order process completed by Customer and confirmed by Fivetran, including any applicable terms, in each case specifying the On-Prem Software to which Customer purchased a license.
1.3 “User” means an employee, contractor (to the extent providing services to Customer) or end user of Customer that Customer has provisioned to use the On-Prem Software through its account.
2. LICENSE CONDITIONS
2.1 Free Trial. Customer will be able to use and evaluate the On-Prem Software in a test environment using test data (i.e., no actual data) only for a restricted period. The free evaluation period is granted by Fivetran by written notification and enforced by a temporary license key.
2.2 Restrictions. Customer will not, and will not allow, permit or assist any Users or any third party to, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of, derive or otherwise attempt to discover the source code underlying any On-Prem Software; (b) translate or localize any On-Prem Software; (c) redistribute, encumber, sell, rent, lease, sublicense, display, publish, disclose or otherwise transfer rights to any On-Prem Software, in whole or in part, to any third party, allow any third party (other than contractors that are Users) to access or use the On-Prem Software, or otherwise use the On-Prem Software for the benefit of a third party; (d) attempt to probe, scan or test the vulnerability of any On-Prem Software, breach the security or authentication measures of any On-Prem Software without proper authorization or willfully render any part of the On-Prem Software unusable; (e) use or access any On-Prem Software to develop a product or service that is competitive with any On-Prem Software, engage in competitive analysis or benchmarking, or publicly disseminate performance information or analysis regarding any On-Prem Software; (f) remove any proprietary notices or labels on any On-Prem Software; or (g) use any On-Prem Software in violation of any applicable laws or regulations (including any export law) or outside the scope expressly permitted in the Agreement, the applicable Order Form and this Addendum.
2.3 Optional Components. The On-Prem Software licensed and delivered to Customer may include on the media or in the electronically delivered files, as applicable, components, features or other products for which a separate license purchase and license key(s) or control code(s) are required. Customer is permitted to use only the On-Prem Software and/or components thereof for which Customer has ordered and received a valid license key or control code.
2.4 Use Case and/or User Group Restrictions. If the Order indicates that the On-Prem Software may be used for specific Use Case(s) or by specific user group(s), the On-Prem Software may only be used for the Use Case(s) and/or by the user group(s) listed in the Order.
2.5 Cloud Environment. Customer may upload the On-Prem Software licensed to Customer pursuant to this Addendum onto a cloud instance supplied by a third party, provided that the operation of the On-Prem Software in the cloud instance complies with all license restrictions and usage limitations applicable to the On-Prem Software. Customer may also allow the third party to upload, install, operate and/or use the On-Prem Software on the cloud instance, provided that the third party’s access to and use of the On-Prem Software is solely for Customer’s benefit in accordance with the terms of this Addendum. Customer will be responsible for the third party cloud provider’s compliance with this Addendum.
2.6 Verification and Audit. Customer will provide upon Fivetran’s request a certification that its use of the On-Prem Software is in accordance with this Addendum. Fivetran will have the right to audit Customer’s use of the On-Prem Software to verify compliance with this Addendum. Customer will assist Fivetran in conducting any such audit, without charge, and will make such documents available for inspection and copying, and will make such personnel available for interviews, as may be reasonably necessary to allow Fivetran to perform the audit. If any audit reveals that Customer has used any On-Prem Software in breach of the terms and conditions of this Addendum, Customer will reimburse Fivetran for all costs and expenses incurred by Fivetran in connection with the audit within thirty (30) days of an invoice.
2.7 Modifications. Customer acknowledges that it is not permitted to modify, unless approved by Fivetran in writing, the On-Prem Software hereunder. Without limiting the foregoing, Customer (on behalf of itself and its Affiliates) hereby assigns to Fivetran all right, title and interest in and to any and all modifications, improvements or derivative works of the On-Prem Software (collectively, “Modifications”) that Customer or its Affiliate may make or obtain any interest in, including all copyrights and other intellectual property rights therein. Customer will assist Fivetran to further evidence, record and perfect such assignment, and to perfect, obtain, maintain, enforce and defend any rights assigned.
2.8 Liability Limitations. Any liability limitations or liability disclaimers in the Agreement will not apply to Customer’s breach of this Section 2.
3. ADDITIONAL DISCLAIMERS
3.1 Security. Notwithstanding anything to the contrary in this Addendum or the Agreement, any security and data processing obligations related to Fivetran SaaS Products shall not apply to the On-Prem Software. Instead, Customer is responsible for the security of its environment for the On-Prem Software.
3.2 Modifications. User modifications to the version of the On-Prem Software may result in errors or instability in performance of the On-Prem Software which are not covered by Fivetran under warranty or maintenance terms.
4. GENERAL
4.1 Delivery. Unless otherwise specified by Fivetran, On-Prem Software will be provided to Customer via electronic delivery, and delivery is deemed complete when the On-Prem Software is/are made available at the electronic software download site specified by Fivetran and Customer is e-mailed or otherwise provided with any necessary instructions, passwords and/or license keys required for Customer to be able to access, download and install the On-Prem Software.
4.2 Third-Party Software. The On-Prem Software may be shipped with or accompanied by certain third-party software which is not considered part of the On-Prem Software hereunder, and Customer’s right to use such third-party software is governed by the applicable third-party license agreement, and not the Agreement or this Addendum (including that Fivetran makes no representations or warranties and assumes no indemnification obligations regarding such third-party software, notwithstanding anything in the Agreement or this Addendum). The third-party software is identified in the applicable distribution or license file accompanying the On-Prem Software or portions thereof. If Fivetran offers a download option for the On-Prem Software in a container image, Customer is responsible for obtaining, at its own expense, any required license(s) from the third-party provider of the container technology to deploy the container image with the On-Prem Software.
5. Term. This Addendum will be in effect for so long as the applicable Order Form for the applicable On-Prem Software is in effect.
6. Survival. Sections 1, 2.2, 2.6, 2.7, 2.8, 3, and 4.2 will survive any expiration or termination of this Addendum.
Fivetran Order Form
Version 4.0
Effective March 29th 2024
DownloadTable of Contents
SERVICE ORDER FORM
This Order Form is entered as of the date accepted by the Customer (Effective Date) below by and between Fivetran, Inc. ("Fivetran") with a place of business at 1221 Broadway, Suite 2400, Oakland, CA 94612, and the Customer identified below with a business address as set forth below.
Customer Name: | {{CounterpartyName}} | |
Customer Billing Address: | {{CounterpartyName}} {{BillToStreet}} {{BillToCity}} ,{{BillToCountry}} {{BillToPostalCode}} | {{BillToCountry}} |
Customer Shipping Address | {{ShipToName}} {{ShipToStreet}} {{ShipToCity}} ,{{ShipToState}} {{ShipToPostalCode}} | {{ShipToCountry}} |
Primary Contact: | {{CounterpartyContactName}} | {{CounterpartyContactEmail}} |
Billing Contact | {{APContactName}} | {{APContactEmail}} |
Billing Frequency | {{BillingFrequency}} |
Payment Terms | {{PaymentTerms}} |
Term | Each product or service term shall be as stated in the table below. |
Renewal | {{#if IsAutoRenewal}}Following the Subscription End Date, Customer will be renewed according to the Terms and Conditions and/or the MSA as defined below.{{else}}Notwithstanding anything to the contrary contained in the MSA or this Order Form, Fivetran will send Customer a renewal order at least 30 days prior to the expiration of each subscription term. The subscription term will renew for the additional period described in the order upon Customer's written confirmation of renewal.{{/if}} |
CONSUMPTION PRICING | ||||
Product | Start Date | End Date | Term (months) | Product Total |
{{ProductName}} | {{StartDate}} | {{EndDate}} | 12 | {{Subtotal}} |
Applicable taxes will be invoiced by Fivetran to Customer per the MSA.
Total Usage Value including {{UsageDiscountRate}}% Consumption Discount Value (USD): | {{MaxUsageDiscount}} |
{{UsageDiscountRate}}% Consumption Discount Value added to Committed Spend (USD): | {{UsageDiscountAmount}} |
TOTAL AMOUNT DUE (USD): | {{Total}} |
Applicable taxes will be invoiced by Fivetran to Customer per the MSA.
{{#if IsPORequired}}Customer has confirmed that a Purchase Order is required. If this is inaccurate, please reach out to your Account Executive to correct.
Purchase Order # | {{PONumber}} |
{{else}} Customer has confirmed that a Purchase Order is not required. If this is inaccurate, please reach out to your Account Executive to correct.{{/if}}
This Order Form is executed pursuant to and governed by the Terms and Conditions at https://fivetran.com/terms, provided, however, in the event Fivetran and Customer have entered into a separate and fully executed Master Subscription Agreement (“MSA”), such MSA shall govern this Order Form as to any terms not otherwise specified herein. Product descriptions can be found in the Attachment below.
Consumption Terms: Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Terms set out at https://fivetran.com/legal/service-consumption-table (the "Service Consumption Terms").
{{#if IsPBFConsumptionTermsRequired}}PBF Consumption Terms: The parties acknowledge this Order includes Powered by Fivetran (“PBF”) usage, and Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Terms set out at https://fivetran.com/legal/service-consumption-table (the “Service Consumption Terms”).{{/if}}
{{#if IsConsumptionDiscountTermsRequired}}Consumption Discount: Customer’s Monthly Spend according to the Fivetran Service Consumption Table shall be discount {{UsageDiscountRate}}%, which amount is reflected above. Discounts on this Order are not a guarantee of future discounts available and may be promotional in nature.{{/if}}
{{#if IsRolloverTermsRequired}}Rollover: Fivetran hereby agrees to roll over the unused balance from Customer’s previous Order, up to a maximum of {{RolloverValue}}, provided this Order is completed (including acceptance of any marketplace offer, if applicable) within the same month of the previous Order Form(s) expiration.{{/if}}
Service Level Agreement: Customer is eligible for the Uptime SLA set out at https://fivetran.com/consumption-sla
By accepting this agreement, you are certifying that you have the authority to execute or enter into this agreement.
{{QuoteNumber}}
{{IsAutoRenewal}}
{{IsPORequired}}
{{IsPBFConsumptionTermsRequired}}
{{IsConsumptionDiscountTermsRequired}}
{{IsConsumptionDiscountTermsRequired}}
{{IsRolloverTermsRequired}}
ATTACHMENT
PRODUCT DESCRIPTIONS
Enterprise | Data Replication: Fully Managed Cloud Hosted SaaS, Unlimited Pipeline Users, Documented Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connector, Resync Table**, Column Blocking, Column Hashing, User-defined Sync Frequency, Connector monitoring and notifications, Minimal warehouse load costs, Option to run Fivetran in a cloud region in preferred geography and cloud service provider, Logging service export integration, Fivetran Transformations, Update Frequency of 5 minutes  Source Access: Option to add any of our nearly 200 sources including Database sources and Oracle database connectors Full access to Fivetran REST API with the ability to add, delete and edit users, connectors, and destinations Warehouse: Load to multiple warehouses  Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection, SSH Tunnel, Reverse SSH Tunnel, VPN Tunneling, Custom Roles  License: License extends to subsidiary-owned data.  Support: Dedicated Account Manager, 24/7 Issue Submission, 1-hour initial support response time  |
Standard | Data Replication: Fully Managed Cloud Hosted SaaS, Unlimited Pipeline Users, Documented  |
Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connector, Resync Table**, Column Blocking, Column Hashing, User-defined Sync Frequency, Connector monitoring and notifications, Minimal warehouse load costs, Option to run Fivetran in a cloud region in preferred geography, Fivetran Transformations, Update Frequency of 15 minutes Source Access: Option to add any of our nearly 200 sources including Database sources except Oracle database connectors Full access to Fivetran REST API with the ability to add, delete and edit users and connectors. Warehouse: Load to multiple warehouses  Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection, SSH Tunnel   Support: Dedicated Account Manager, 24/7 Issue Submission, On-boarding Support License: Does not include access to subsidiary-owned data.   | |
Starter | Data Replication: Fully Managed Cloud Hosted SaaS, 10 Pipeline Users, Documented Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connector, Resync Table**, Column Blocking, Column Hashing, User-defined Sync Frequency, Connector monitoring and notifications, Minimal warehouse load costs, Option to run Fivetran in a cloud region in preferred geography, access to Fivetran Transformations, Update Frequency of 1 hour  Source Access: Option to add any of our nearly 200 sources except for Database sources and Oracle database connectors  Warehouse: Load to multiple warehouses  Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection  Support: Dedicated Account Manager, 24/7 issue submission License: Does not include access to subsidiary-owned data.   |
Fivetran Order Form (New)
Version 13.0
Effective November 13th 2025
DownloadTable of Contents
SERVICE ORDER FORM
This Order Form is entered as of the date accepted by the Customer (Effective Date) below by and between Fivetran, Inc. ("Fivetran") with a place of business at 1221 Broadway, Suite 2400, Oakland, CA 94612, and the Customer identified below with a business address as set forth below.
Customer Name: | {{CounterpartyName}} | |
Customer Billing Address: | {{CounterpartyName}} {{BillToStreet}} {{BillToCity}} , {{BillToState}} {{BillToPostalCode}} | {{BillToCountry}} |
Customer Shipping Address | {{ShipToName}} {{ShipToStreet}} {{ShipToCity}} , {{ShipToState}} {{ShipToPostalCode}} | {{ShipToCountry}} |
Primary Contact: | {{CounterpartyContactName}} | {{CounterpartyContactEmail}} |
Billing Contact | {{APContactName}} | {{APContactEmail}} |
Billing Frequency | {{BillingFrequency}} |
Payment Terms | {{PaymentTerms}} |
Term | Each product or service term shall be as stated in the table below. |
Renewal | {{#if IsAutoRenewal}}Following the Subscription End Date, Customer will be renewed according to the Terms and Conditions and/or the MSA as defined below.{{else}} Notwithstanding anything to the contrary contained in the MSA or this Order Form, Fivetran will send Customer a renewal order at least 30 days prior to the expiration of each subscription term. The subscription term will renew for the additional period described in the order upon Customer's written confirmation of renewal.{{/if}} |
CONSUMPTION PRICING | ||||
Product | Start Date | End Date | Term (months) | Product Total |
{{ProductName}} | {{StartDate}} | {{EndDate}} | 12 | {{Subtotal}} |
{{#unless (matchesValue UsageDiscountRate '0')}}
{{UsageDiscountRate}}% Discount: | {{UsageDiscountAmount}} |
{{/unless}}
TOTAL AMOUNT DUE (USD): | {{Total}} |
Applicable taxes will be invoiced by Fivetran to Customer per the MSA.
- All amounts stated on this Order Form are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs (including penalties, interest, and other additions thereto), levies and similar charges or government assessments, whether domestic or foreign, or assessed by any jurisdiction. Taxes, as determined by Fivetran, will be calculated and presented to Customer at the time of Invoice.
- If your business is tax exempt, you are responsible for providing applicable exemption certificates to Fivetran. In the event this information is not provided, Fivetran will charge applicable taxes and you will be responsible for resolving any discrepancies with relevant tax authorities.
{{#if IsPORequired}}Customer has confirmed that a Purchase Order is required. If this is inaccurate, please reach out to your Account Executive to correct.
Purchase Order # | {{PONumber}} |
{{else}}Customer has confirmed that a Purchase Order is not required. If this is inaccurate, please reach out to your Account Executive to correct.{{/if}}
This Order Form is executed pursuant to and governed by the Terms and Conditions at https://fivetran.com/terms, provided, however, in the event Fivetran and Customer have entered into a separate and fully executed Master Subscription Agreement (“MSA”), such MSA shall govern this Order Form as to any terms not otherwise specified herein. Product descriptions can be found in the Attachment below.
Consumption Terms: Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Terms set out at https://fivetran.com/legal/service-consumption-table (the "Service Consumption Table").
{{#if IsPBFConsumptionTermsRequired}}PBF Consumption Terms: The parties acknowledge this Order includes Powered by Fivetran (“PBF”) usage, and Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Terms set out at https://fivetran.com/legal/service-consumption-table (the “Service Consumption Terms”).{{/if}}
{{#if IsConsumptionDiscountTermsRequired}}Consumption Discount: Customer’s Monthly Spend according to the Fivetran Service Consumption Table shall be discounted as reflected above. Discounts on this Order are not a guarantee of future discounts available and may be promotional in nature.{{/if}}
{{#if IsRolloverTermsRequired}}Rollover: Fivetran hereby agrees to roll over the unused balance from Customer’s previous Order, up to a maximum of {{RolloverValue}} , provided this Order is completed (including acceptance of any marketplace offer, if applicable) within the same month of the previous Order Form(s) expiration.{{/if}}
Service Level Agreement: Customer is eligible for the Core Services SLA set out at https://fivetran.com/consumption-sla
By accepting this agreement, you are certifying that you have the authority to execute or enter into this agreement.
{{#if hidden}}{{QuoteNumber}} {{/if}}
{{#if hidden}}{{IsAutoRenewal}} {{/if}}
{{#if hidden}}{{IsPORequired}} {{/if}}
{{#if hidden}}{{IsPBFConsumptionTermsRequired}} {{/if}}
{{#if hidden}}{{IsConsumptionDiscountTermsRequired}} {{/if}}
{{#if hidden}}{{IsRolloverTermsRequired}} {{/if}}
ATTACHMENT
PRODUCT DESCRIPTIONS
Business Critical (BCF) | Data Replication: Fully Managed Cloud Hosted SaaS, Unlimited Pipeline Users, Documented Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connection, Resync Table, Column Blocking, Column Hashing, User-defined Sync Frequency, Connection monitoring and notifications, Minimal warehouse load costs, Option to select preferred geography, cloud service provider and cloud region, Logging service export integration, access to Fivetran Transformations, Update Frequency of 1 minute. Source Access: Option to add any of our 700 sources including Database sources and Oracle database connectors. REST API: Full access to Fivetran REST API including column-level lineage, webhooks, and the ability to add, delete and edit users, connections, and destinations. Destinations: Load to multiple warehouses and data lakes. Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection, SSH Tunnel, Reverse SSH Tunnel, VPN Tunneling, Private Networking (AWS PrivateLink, Azure PrivateLink, Google Private Service Connect), Customer-managed keys, Custom Roles. License: License extends to Affiliate-owned data. Organizations: Centralized hub for managing multiple Fivetran accounts within a single organization. Support: 24/7 Issue Submission, 1-hour initial support response time. Fivetran HVR: Full access to Fivetran HVR, a self-hosted heterogeneous database replication software that supports a distributed architecture to and from a number of Database Management System (DBMS) types and to data lake destinations. Its replication capabilities include: full and partial historical syncs (refresh) for batch (initial) loading of data, continuous Change Data Capture (CDC), integration capability to apply the changes to target location, compare and repair feature to ensure that the data are in sync, basic RBAC (role based access controls) for read and write access to local data processing hubs, alerts for errors and high data latency, browser-based administrative console and access to HVR REST API to configure, monitor and manage replication, customizable data type mapping. Hybrid Deployment: Full access to Hybrid Deployment architecture for the Fivetran Product. Deploy on-prem data processing components in customer's controlled environment. |
| Enterprise | Data Replication: Fully Managed Cloud Hosted SaaS, Unlimited Pipeline Users, Documented Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connection, Resync Table, Column Blocking, Column Hashing, User-defined Sync Frequency, Connection monitoring and notifications, Minimal warehouse load costs, Option to select preferred geography and cloud service provider, Logging service export integration, access to Fivetran Transformations, Update Frequency of 1 minute. Source Access: Option to add any of our 700 sources including Database sources and Oracle database connectors. REST API: Full access to Fivetran REST API including column-level lineage, webhooks, and the ability to add, delete and edit users, connections, and destinations. Destinations: Load to multiple warehouses and data lakes. Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection, SSH Tunnel, Reverse SSH Tunnel, VPN Tunneling, Custom Roles. License: License extends to Affiliate-owned data. Support: 24/7 Issue Submission, 1-hour initial support response time. Hybrid Deployment: Full access to Hybrid Deployment architecture for the Fivetran Product. Deploy on-prem data processing components in customer's controlled environment. |
| Standard | Data Replication: Fully Managed Cloud Hosted SaaS, Unlimited Pipeline Users, Documented Schemas, Normalized Schemas, Automatic Schema Migration, Incremental Updates, Resync Connection, Resync Table, Column Blocking, Column Hashing, User-defined Sync Frequency, Connection monitoring and notifications, Minimal warehouse load costs, Option to select preferred geography, Logging service export integration, access to Fivetran Transformations, Update Frequency of 15 minutes. Source Access: Option to add any of our 700 sources including Database sources except Oracle database connectors. REST API: Full access to Fivetran REST API including webhooks and the ability to add, delete and edit users and connections. Destinations: Load to multiple warehouses and data lakes. Security: Individual 2-Step Verification, Single Sign-on (SSO), User-Based Roles and Permissions, Account-level 2-Step Verification, End-to-end data encryption, Direct Connection, SSH Tunnel, Reverse SSH Tunnel (on annual contract). License: Does not include access to Affiliate-owned data. Support: 24/7 Issue Submission. |
Privacy Notice (Last Updated: Feb 20, 2024)
Version 2.0
Effective January 21st 2025
DownloadTable of Contents
Privacy Notice - Archived Version
Last updated: February 20, 2024
Fivetran Inc. ("Fivetran") respects your right to privacy. This Privacy Notice explains who we are, how we collect, store, share and use personal data about you, and how you can exercise your privacy rights. This Privacy Notice applies to personal data that we collect, including through our website at www.fivetran.com, within our product(s) and on other websites that Fivetran operates and that link to this policy ("collectively Websites”).
If you have any questions or concerns about our use of your personal data, then please contact us using the contact details provided at the bottom of this Privacy Notice.
What personal data does Fivetran collect and why?
Broad Categories of personal data collected:
| Broad Categories Collected | Examples |
| Identifiers | Name, contact information, and other personal data that can directly or indirectly identify a consumer |
| Select Information in Customer Records | Name, contact information, company information |
| Commercial Purchasing Information | Records of products and services purchased |
| Internet or Network Activity | Browsing history, search history, information regarding a consumer’s interaction with an Internet Web-site, application, or advertisement. |
| Information Typically Detected by Senses | Audio information (call recordings) |
| Employment Information | Role, title, and other relevant employer information |
| Inferences Drawn from other Personal Data | Buying intent, and other relevant information to market or provide the services |
The personal data that we may collect about you broadly falls into the following categories of sources:
- Information that you provide voluntarily
Certain parts of our Websites may ask you to provide personal data voluntarily: for example, we may ask you to provide your contact details in order to register an account with us, for technical support, to subscribe to marketing communications from us, to register for an event, to access content, and/or to submit inquiries to us. The personal data that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide your personal data. - Information that we collect automatically
When you visit our Websites, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal data under applicable data protection laws.
Specifically, the information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser-type, broad geographic location (e.g. country or city-level location) and other technical information. We may also collect information about how your device has interacted with our Websites, including the pages accessed and links clicked.
Collecting this information enables us to better understand the visitors who come to our Websites, where they come from, and what content on our Websites is of interest to them. We use this information for our internal analytics purposes and to improve the quality and relevance of our Websites to our visitors.
Some of this information may be collected using cookies and similar tracking technology, as explained further under the heading “Cookies and similar tracking technology” below. - Information that we obtain from third party sources
From time to time, we may receive personal data about you from third-party sources (including, but not limited to, lead generation providers, partners, content syndication providers, third-party enrichment tools, and meeting maker vendors), but only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal data to us.
The types of information we collect from third parties include name, contact information, title and/or role within your organization, internet activity, company data, and we use the information we receive from these third parties to market our services to you.
Sensitive Personal Data
We may collect sensitive personal data, or special category personal data, from customers as a part of providing our services. We do not use sensitive personal data for any other commercial purpose, we do not sell sensitive personal data, and do not share sensitive personal data for online advertising.
Who does Fivetran share my personal data with?
We may disclose your personal data to the following categories of recipients:
- to our group companies and third-party services providers who provide data processing services to us (for example, to support the delivery of, provide functionality on, or help to enhance the security of our Websites), or who otherwise process personal data for purposes that are described in this Privacy Notice or notified to you when we collect your personal data. A list of our current subprocessors is available here https://fivetran.com/docs/security/subprocessors;
- to our partners, who we may share with in connection with selling or distributing our products and services, or engaging in joint marketing activities, in accordance with your expressed marketing preferences. Sharing excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties. Fivetran will not share data from Google APIs with third party tools, such as AI models.
- to any competent law enforcement body, regulator, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person;
- to an actual or potential buyer (and its agents and advisers) in connection with any actual or proposed purchase, merger or acquisition of any part of our business, provided that we inform the buyer it must use your personal data only for the purposes disclosed in this Privacy Notice;
- to any other person with your consent to the disclosure.
Third parties we share with for a business purpose (in the last 12 months):
| Broad Categories Collected | Types of third parties we share with |
| Identifiers | Group companies, service providers, and partners |
| Select Information in Customer Records | Group companies, service providers, and partners |
| Commercial Purchasing Information | Group companies, service providers, and partners |
| Internet or Network Activity | Group companies, service providers, and partners |
| Information Typically Detected by Senses | Group companies, service providers, and partners |
| Employment Information | Group companies, service providers, and partners |
| Inferences Drawn from other Personal Data | Group companies, service providers, and partners |
Third parties we share with for a commercial purpose (including sale/online advertising in the past 12 months):
| Broad Categories Collected | Types of third parties we share with |
| Identifiers | Group companies, partners, and any other person with your consent |
| Select Information in Customer Records | Group companies, partners, and any other person with your consent |
| Commercial Purchasing Information | Group companies, partners, and any other person with your consent |
| Internet or Network Activity | Group companies, partners, and any other person with your consent |
| Information Typically Detected by Senses | Group companies, partners, and any other person with your consent |
| Employment Information | Group companies, partners, and any other person with your consent |
| Inferences Drawn from other Personal Data | Group companies, partners, and any other person with your consent |
Fivetran has no actual knowledge that it sells or shares the personal information of individuals under 16 years of age.
Legal basis for processing personal data
Our legal basis for collecting and using the personal data described above will depend on the personal data concerned and the specific context in which we collect it.
However, we will normally collect personal data from you only (i) where we need the personal data to perform a contract with you, (ii) where the processing is in our legitimate interests and not overridden by your rights, or (iii) where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal data from you or may otherwise need the personal data to protect your vital interests or those of another person.
If we ask you to provide personal data to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal data is mandatory or not (as well as of the possible consequences if you do not provide your personal data).
If we collect and use your personal data in reliance on our legitimate interests (or those of any third party), this will normally be to operate our platform and to communicate with you as necessary – for example, when responding to your queries, analyzing use of and improving our platform, undertaking marketing activities for existing customers as legally permitted, and detecting or preventing illegal activities. We may have other legitimate interests and we will make clear to you at the relevant time what those legitimate interests are. We rely on these legal bases to process data for the following purposes: to help provide the services (e.g. customer support and usage data) and to market our services to you as legally permitted.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal data, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
Cookies and similar tracking technology
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Website owners can use cookies for a variety of reasons that can include enabling their websites to work (or work more efficiently), providing personalized content and advertising, and creating website analytics.
Cookies set by the website owner (in this case, Fivetran) are called "first-party cookies". Only the website owner can access the first-party cookies it sets. Cookies set by parties other than the website owner are called "third-party cookies.” Third-party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and social sharing). The parties that set these third-party cookies can recognize your device both when it visits the website in question and also when it visits other websites that have partnered with them.
Fivetran may use web beacons, tags, flash cookies, HTML5, and scripts (“Data Tools”) in the Websites or in emails to help deliver cookies, count visits, understand usage and campaign effectiveness, and determine whether an email has been opened and acted upon. Fivetran may receive reports based on the use of these technologies by our service/analytics providers on an individual and aggregated basis.
If you want to learn more about cookies, or how to control, disable or delete them, please visit http://www.allaboutcookies.org for detailed guidance. For further information on how to manage Flash cookies, please click here.
Why do we use cookies?
We use first-party and third-party cookies for several reasons. Some cookies are required for technical reasons that are strictly necessary for our Websites to operate, and we refer to these as "essential" cookies. Other cookies also enable us to provide website functionality, or to enhance visitors' experience on our Websites by providing them with personalized content and advertising. This is described in more detail below.
Cookies collect certain standard information that your browser sends to the Websites such as your browser type and language, access times, and the address of the website from which you arrived at a Website. They may also collect information about your Internet Protocol (IP) address, clickstream behavior (i.e. the pages you view, the links you click, and other actions you take when you use the Websites) and product information. These are called first-party cookies and they are essential to the Websites’ operation.
Fivetran may also contract with third-party advertising networks that collect non-personally identifiable information and personal data through the Websites, emails, and on third-party web-sites. Ad networks follow your online activities over time by collecting usage data through Data Tools. They use this information to provide advertisements about products and services tailored to your interests. You may see these advertisements on other websites. This process also helps us manage and track the effectiveness of Fivetran’s marketing efforts.
The Websites may include third-party social media features, such as the Facebook Like button, and third-party widgets, such as the ‘Share This’ button or interactive mini-programs that run on the Websites. These features may collect your IP address, which page you are visiting on the Websites, and set a cookie to enable the feature to function properly. Your interaction with these features is governed by the privacy policy of the third-party company providing it.
We use third-party advertising companies to display ads on the Websites tailored to your individual interests based on your internet activity, as well as to provide advertising-related services such as ad delivery, reporting, attribution, analytics, and market research. You can manage your preferences with regards to the receipt of tailored advertisements in the cookie settings described below. Please note if these cookies are switched off, you will continue to see advertisements, but they will no longer be tailored to your interests.
The specific types of first-party and third-party cookies served through our Websites and the purposes they perform are described in our cookie settings page.
What about other tracking technologies, like web beacons?
Cookies are not the only way to recognize or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs"). These are tiny graphics files that contain a unique identifier that enable us to recognize when someone has visited our Websites or opened an email that we have sent them. This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of email marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, and so declining cookies will often impair their functionality.
How can you control cookies?
You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences in our cookie settings page. Our cookie consent tool automatically honors Global Privacy Control (“GPC”) and Do Not Track (“DNT”) signals.
You can also set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our Websites though your access to some functionality and areas of our Websites may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser to browser, you should visit your browser's help menu for more information.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com, or http://www.youronlinechoices.eu/ if located in the European Union.
How does Fivetran keep my personal data secure?
We use appropriate technical and organizational measures to protect the personal data that we collect and process about you. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal data. Fivetran is hosted on leading cloud service providers (linked on our security page at https://fivetran.com/docs/security#physicalandenvironmentalsafeguards) and uses industry-standard security protocols to protect personal data. Personal data is stored on private servers in a protected security group. All connections between the end user and our servers are encrypted with SSL, and server software is kept continuously up to date with the latest security patches.
International data transfers
Your personal data may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different than the laws of your country.
To view our data residency locations, view our data residency policy here at https://fivetran.com/docs/security#fivetrandataresidency. Our group companies, third party service providers, and partners operate around the world.
However, we have taken appropriate safeguards to require that your personal data will remain protected in accordance with this Privacy Notice. These include complying with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework, and implementing applicable standard contractual clauses for transfers of personal data between our group companies, which require all group companies to protect personal data they process in accordance with applicable data protection law.
Our Data Protection Addendum is available online at https://www.fivetran.com/legal/data-processing-addendum, and our Standard Contractual Clauses, when applicable, can be provided on request by contacting us at privacy@Fivetran.com. We have implemented similar appropriate safeguards with our third-party service providers and partners and further details can be provided upon request.
Data retention
We retain personal data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements).
When we have no ongoing legitimate business need to process your personal data, we will either delete or anonymize it or, if this is not possible (for example, because your personal data has been stored in backup archives), then we will securely store your personal data and isolate it from any further processing until deletion is possible. For more detailed information on our retention practices, see https://fivetran.com/docs/trust/privacy#retentionofcustomerdata.
Your data protection rights
You have the following data protection rights:
- If you wish to access, correct, update or request deletion of your personal data, you can do so at any time by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- In addition, you can object to processing of your personal data, ask us to restrict processing of your personal data or request portability of your personal data. Again, you can exercise these rights by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing emails we send you. To opt-out of other forms of marketing (such as postal marketing or telemarketing), then please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- Similarly, if we have collected and processed your personal data with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on lawful processing grounds other than consent.
- You have the right to opt out of the sale of your personal data, including sharing personal data for online advertising. For more information, visit our cookie settings page. Our cookie consent tool automatically honors GPC and DNT signals.
- We do not use or disclose your sensitive personal data, except for the purposes of providing the services to our customers.
- You have the right to non-discrimination, meaning we may not discriminate against a data subject for exercising a privacy right.
- You have the right to have your authorized agent make a data privacy request on your behalf. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to complain to a data protection authority about our collection and use of your personal data. For more information, please contact your local data protection authority.
- If you are not satisfied with our response regarding your data privacy request, you have the right to appeal our decision. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice. If you are not satisfied with the result of the appeal, you have the right to contact your respective attorney general depending on where you reside.
We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws. Our process for verifying data protection requests is based on matching personal data provided by the requestor in their data protection request with personal data that we have on file with the requestor. The personal data points matched vary based on what Fivetran has on the requestor, but Fivetran uses multiple personal data points for verification. During the verification process, Fivetran aims to avoid collecting additional personal data from the requestor that has not been previously collected by Fivetran.
EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework
Fivetran Inc. complies with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce. Fivetran Inc. has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (“EU-U.S. DPF Principles”) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. Fivetran Inc. has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (“Swiss-U.S. DPF Principles”) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles ("collectively the Principles”), the Principles shall govern. To learn more about the Data Privacy Framework (“DPF”) program, and to view our certification, please visit https://www.dataprivacyframework.gov/
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Fivetran Inc. commits to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF to JAMS, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://www.jamsadr.com/eu-us-data-privacy-framework for more information or to file a complaint. The services of JAMS are provided at no cost to you. You also have the possibility, under certain conditions, to invoke binding arbitration for complaints regarding our DPF compliance not resolved by any of the other DPF mechanisms. Please view the following for additional information on this process and the applicable requirements: https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2
Fivetran‘s accountability for personal data that it receives under the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF and subsequently transfers to a third party is described in the Principles. In particular, Fivetran remains responsible and liable under the Principles if third-party agents that it engages to process the personal data on its behalf do so in a manner inconsistent with the Principles, unless Fivetran proves that it is not responsible for the event giving rise to the damage. The Federal Trade Commission has investigation and enforcement authority over Fivetran’s compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF.
Updates to this Privacy Notice
We may update this Privacy Notice from time to time in response to changing legal, technical or business developments. When we update our Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Privacy Notice changes if and where this is required by applicable data protection laws.
You can see when this Privacy Notice was last updated by checking the “last updated” date displayed at the top of this Privacy Notice.
How to contact us
If you have any questions or concerns about our use of your personal data, please contact us at privacy@fivetran.com (we operate online), or at the following address:
Fivetran Inc., Attn: Data Protection Officer,
1221 Broadway, Suite 2400, Oakland, CA 94612, United States
We have a Data Protection Officer responsible for compliance with data protection law. Their contact details are DPO@fivetran.com.
The data controller of your personal data is Fivetran Inc. when we collect information from you for marketing purposes. Our customers are the data controller for personal data they provide to us when they use our services.
Master Subscription Agreement Effective October 2024- Archived Version
Version 1.0
Effective January 22nd 2025
DownloadTable of Contents
Master Subscription Agreement - Archived Version
Effective October 2, 2024
This Fivetran Master Subscription Agreement is made between Fivetran Inc., a Delaware corporation, and its Affiliates (as defined below) (“Fivetran”) and the party that subscribes for the Fivetran Products (as defined below) (“Customer”). This “Agreement” consists of this Fivetran Master Subscription Agreement and each Order Form (as defined below). Except where Customer has previously negotiated and agreed to a Master Subscription Agreement with Fivetran, this Agreement supersedes any previously agreed upon terms. Customer’s use of the Fivetran Products is governed by Fivetran’s Service Consumption Table.
Where Customer is using a Trial Product (as defined below), Customer consents to this Agreement by clicking Agree or using the Fivetran Product(s).
1. DEFINITIONS
The following terms, when used in this Agreement will have the following meanings:
“Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such control exists, provided, as it relates to Customer, such entity is not a current or prospective competitor to Fivetran or in the business of developing or offering products or technologies that are substantially similar to any Fivetran Product.
“Customer Data” means any data that Customer or its Users upload to any Fivetran Product for processing by such Fivetran Product.
“Documentation” means Fivetran’s usage documentation for the applicable Fivetran Product made available on Fivetran’s website.
“Fivetran Partner” means an authorized reseller, distributor or other partner of Fivetran.
“Fivetran Product” means (a) a SaaS-based data integration product (“SaaS Product”) or (b) downloadable data integration software component or product installed on premise or in Customer’s private cloud environment (“On-Prem Software”), in each case provided by Fivetran.
“Order Form” means an ordering document, online order, or Term Sheet entered into between Customer and Fivetran, or online order process completed by Customer and confirmed by Fivetran, including any applicable terms, in each case specifying the Fivetran Product(s) or Professional Services to be provided under this Agreement.
“Professional Services” means consulting, developmental, training, educational, or advisory services provided by Fivetran as identified in the applicable Order Form.
“Source and Target Systems” means, with respect to On-Prem Software, the permitted type and number of computer hardware systems, storage platforms and computer frameworks from which Customer may use such On-Prem Software, as identified in the applicable Order Form.
“Support Policy” means Fivetran’s unified support policy located at https://support.fivetran.com/hc/en-us/articles/5893119459223-Fivetran-Support-Policy.
“System Data” means data, information or outputs derived by Fivetran from the use of a Fivetran Product, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of the Fivetran Product (e.g., a user’s path through the Fivetran Product, login frequency, query logs, etc.) and any feedback, suggestions or similar information regarding a Fivetran Product provided by Customer to Fivetran. For the avoidance of doubt, System Data does not include Customer Data and does not relieve Fivetran from otherwise complying with its confidentiality obligations under the Agreement.
“Term Sheet” means a written document executed between the parties specifying the Fivetran Product(s) or Professional Services that Customer has purchased through a Fivetran Partner, along with any terms and conditions relating to the authorized use thereof.
“Third Party Platform” means any product, add-on or platform not provided by Fivetran that Customer uses with the Fivetran Product.
“Trial Product” means any Fivetran Product provided on a free, trial, evaluation, proof of concept or similar basis.
“User” means an employee, contractor (to the extent providing services to Customer) or end user of Customer that Customer has provisioned to use a Fivetran Product through its account.
2. FIVETRAN PRODUCTS, SERVICES, AND SUPPORT
2.1 Fivetran Products and Services. Fivetran will provide to Customer the Fivetran Products identified on each Order Form in accordance with this Agreement, including Professional Services, and the technical support and SLA terms referenced in Fivetran’s Support Policy, and Customer may use and access such Fivetran Products, each according to the terms of this Agreement (including the applicable Order Form). Customer’s permitted use case will be described on the applicable Order Form or separate addendum mutually executed by the parties that references this Agreement (“Addendum”). Fivetran will comply with applicable laws and regulations in providing the Fivetran Products.
2.2 On-Prem Software License. With respect to any Order Form that includes On-Prem Software, subject to the terms of this Agreement, Fivetran grants to Customer a limited, personal, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement), non-sublicensable license during the subscription term of such Order Form to install, integrate and use for its own internal business purposes such On-Prem Software on the Source and Target Systems.
2.3 Affiliates. To the extent Customer’s Affiliates wish to make separate purchases, any of Customer’s Affiliates may execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement.
2.4 Fivetran Partners. This Agreement specifies the terms and conditions under which Fivetran Products or Professional Services are provisioned by Fivetran to Customer, whether purchased directly through Fivetran or indirectly through a Fivetran Partner. Purchases through a Fivetran Partner will be placed through a separate agreement, ordering document or online order between Customer and a Fivetran Partner, or online order process completed by Customer and confirmed by a Fivetran Partner (any of the foregoing, the “Partner Sales Agreement”) which shall address, as between Customer and the Fivetran Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes and renewals. The Partner Sales Agreement is between Customer and the Fivetran Partner and is not binding on Fivetran, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Fivetran Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between Fivetran and Customer. Customer agrees that, in connection with Professional Services or Fivetran Products purchased through a Fivetran Partner: (a) Fivetran may share information with the Fivetran Partner related to Customer’s use and consumption of the Fivetran Products; (b) all payments of fees, refunds and credits, if any, are payable by or to the Fivetran Partner; and (c) the Fivetran Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Fivetran.
3. CUSTOMER DATA; RESPONSIBILITIES
3.1 Customer Responsibilities.
(a). General. Notwithstanding anything herein, Customer is solely responsible for (a) the accuracy, content and legality of all Customer Data and warrants that it has sufficient rights in the Customer Data to permit: (i) Customer's use and receipt of the Fivetran Products and (ii) with respect to SaaS Products, Fivetran’s access to and processing of Customer Data pursuant to this Agreement, and (b) the acts and omissions of its employees, contractors and Users and their compliance with this Agreement.
(b). Personal Health Information. Where required by the U.S. Health Insurance Portability and Accountability Act of 1996, Customer agrees not to upload to any SaaS Product any personal health information (“PHI Data”) unless Customer has executed Fivetran’s Business Associate Agreement (“BAA”). Unless a BAA is in place, Fivetran will have no liability under this Agreement for PHI Data, notwithstanding anything in this Agreement or in HIPAA or any other laws or regulations. If Customer is permitted to submit PHI Data to a Fivetran Product, then Customer may submit PHI Data to the Fivetran Product only by uploading it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into, and subject to, this Agreement.
3.2 Powered by Fivetran Deployments. If so specified in the applicable Order Form or Addendum, Customer may offer the applicable Fivetran Product to its customers as part of an integrated product, subject to (a) a written agreement with each end-customer that conditions its authorization to use the Fivetran Product on its acceptance of the terms found at fivetran.com/legal, and (b) Fivetran’s prior approval of the integrated product and specific PBF use case proposed by Customer for its customers. Customer may not accept, and acknowledges that Fivetran will not be bound by, any terms or conditions with Customer’s customers that modify, add to or change in any way this Agreement (including any Order Form or Addendum). Customer is responsible for providing first-level support to its customers regarding Fivetran Product-related issues; Fivetran will provide support only to Customer regarding such Fivetran Product. Customer is responsible for its end-customer’s use of the Fivetran Products under this section in a manner that conforms with the Documentation and restrictions set forth in this Agreement. To the extent Fivetran reasonably believes that Customer is not in compliance with this Section 3.2, Fivetran shall have the right to immediately suspend Customer’s use of the PBF services and will provide notice of any such suspension.
4. CONFIDENTIALITY; TECHNOLOGY RESTRICTIONS; PROPRIETARY RIGHTS
4.1 Confidential Information. Subject to the limitations set forth in Section 4.2, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. Confidential Information of Fivetran includes non-public information regarding features, functionality and performance of the Fivetran Products and Professional Services. Customer Data is considered Customer’s Confidential Information. The receiving party agrees to maintain the confidentiality of any Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.
4.2 Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.
4.3 Nondisclosure. The receiving party will not disclose any Confidential Information of the disclosing party to any person or entity, except: (a) to agents of the receiving party who have a need to know such information and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. The receiving party may not use the disclosing party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
4.4 Return; Destroy; Protect. On the disclosing party’s request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party, other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains such Confidential Information, the receiving party will continue to protect such Confidential Information in accordance with Sections 4.1 and 4.3 for so long as it meets the definition of Confidential Information.
4.5 Appropriate Use of the Fivetran Products. Customer will not, and will not allow, permit or assist any User or third party to, directly or indirectly:
(a). reverse engineer, decompile, disassemble, modify, create derivative works of, derive or otherwise attempt to discover the source code underlying any Fivetran Product; resell any Fivetran Product or use any Fivetran Product for timesharing or service bureau purposes or otherwise for the benefit of a third party, except as part of a Powered by Fivetran deployment identified on an Order Form; attempt to probe, scan or test the vulnerability of any Fivetran Product, breach the security or authentication measures of any Fivetran Product without proper authorization or willfully render any part of a Fivetran Product unusable; use or access any Fivetran Product to develop a product or service that is competitive with any Fivetran Product, engage in competitive analysis or benchmarking, or publicly disseminate performance information or analysis regarding any Fivetran Product; remove any proprietary notices or labels on any Fivetran Product; or use any Fivetran Product in violation of any applicable laws or regulations (including any export law) or outside the scope expressly permitted hereunder (including in the applicable Order Form);
(b). post, upload, forward, or otherwise transmit any file or software code which contains, facilitates, or launches viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of any Fivetran Product; attempt to access any other Fivetran systems that are not part of a Fivetran Product; use any Fivetran Product to upload, post, process, distribute, link to, publish, reproduce, or transmit any information, software or content for which Customer does not have the legal right to engage in such activities;
(c). post, upload, forward or otherwise transmit any illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or
(d). with respect to On-Prem Software, (i) translate or localize any On-Prem Software; (ii) redistribute, encumber, sell, rent, lease, sublicense, display, publish, disclose or otherwise transfer rights to any On-Prem Software, in whole or in part, to any third party; or (iii) allow any third party (other than contractors that are Users) to access or use the On-Prem Software.
Customer and its Users will use the Fivetran Products in compliance with this Agreement, the applicable Order Form, the Documentation, and all applicable laws and regulations. Without limiting its other remedies, Fivetran may suspend Customer’s access to the Fivetran Products or prohibit any use of the Fivetran Products if Customer breaches any of the above restrictions in this section or if Customer’s use of a Fivetran Product risks material harm to the Fivetran Product or others, provided that, where practicable, Fivetran will give Customer prior notice thereof so that Customer may seek to resolve the issue and avoid suspension.
4.6 Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this Section 4. Therefore, the parties agree that a party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the other party of this Section 4.
4.7 Proprietary Rights. Customer owns all right, title and interest in and to the Customer Data and Customer Confidential Information. Customer grants Fivetran all necessary rights to process Customer Data in accordance with the terms of this Agreement. Fivetran owns and retains all right, title and interest in and to the Fivetran Products (including any improvements thereto made as a result of Customer feedback or suggestions), System Data, Professional Services, and Documentation. All rights not expressly granted under this Agreement are reserved.
4.8 Marketing Permissions. Fivetran may use and display Customer’s name and logo on Fivetran’s website and marketing materials in connection with identifying Customer as a customer. Subject to Customer’s prior written approval (which shall not be unreasonably withheld), if Fivetran requests, Customer also agrees to participate in a win release, case study, video testimonial, and/or cooperate with Fivetran in presenting at a Fivetran event or speaking to the media.
5. SECURITY MEASURES
5.1 Protection of Customer Data. Fivetran will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, in accordance with the Fivetran security policy located at https://fivetran.com/docs/security (the “Security Policy”) posted as of the Effective Date (and as the Security Policy may be updated by Fivetran in a manner that does not materially decrease the applicable protections). Those safeguards will include measures for preventing access, use, modification or disclosure of Customer Data by Fivetran personnel, except (a) to provide the applicable Fivetran Product and to prevent or address service or technical problems, or (b) as Customer expressly permits in this Agreement or otherwise in writing. To the extent applicable, Fivetran’s Data Protection Addendum (available at https://www.fivetran.com/legal/data-processing-addendum) (“DPA”) is incorporated by reference into this Agreement.
5.2 Removal of Customer Data. Upon termination or expiration of this Agreement, in the event Fivetran has any Customer Data, Fivetran shall delete all such Customer Data from its systems without retaining any copies thereof (other than copies retained in accordance with Fivetran’s internal document retention and information technology policies).
5.3 Customer Responsibilities. Customer is responsible for security relating to its environment, particularly its Source and Target Systems, and security relating to its configuration of the Fivetran Products. This includes implementing and managing procedural, technical, and administrative safeguards on its systems and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data and (b) follow the principle of least privilege when connecting the Fivetran Products to Customer’s Source and Target Systems, especially by granting no more than read-only access to data sources. Customer is also responsible for provisioning Users, including: (i) methods of authenticating Users (such as SSO or industry-standard secure username/password policies); (ii) managing admin privileges; (iii) deauthorizing personnel who no longer need access to the applicable Fivetran Product; and (iv) setting up any API usage in a secure way. Fivetran will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of the Fivetran Products.
6. PAYMENT OF FEES
6.1 Calculation of Fees. Customer will pay Fivetran the applicable fees described in each Order Form (the “Fees”), except if Customer is purchasing a Fivetran Product or Professional Services through a Fivetran Partner. All Fees are non-cancelable and non-refundable, except as expressly provided otherwise herein. If Customer’s use of a Fivetran Product exceeds the usage or capacity set forth on the applicable Order Form, or otherwise requires the payment of additional Fees (per the terms of this Agreement), Fivetran will invoice Customer in arrears for such additional usage or capacity and Customer agrees to pay the additional Fees in the manner provided herein.
6.2 Payment Terms. Fivetran will bill for the Fivetran Products or Professional Services through an invoice, through the marketplace where the original purchase was made, or directly through credit card if provided. Full payment for invoices must be received by Fivetran within 30 days after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants Fivetran the right to provide the credit card information, including the credit card number, its expiration date and billing address, to third parties for the purposes of facilitating payment transactions. Fivetran reserves the right to charge a 3% surcharge for any credit card payments. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and, without limiting its other remedies, Fivetran may suspend Customer’s access to the Fivetran Products if Customer’s account is 30 days or more overdue. If Customer believes that Fivetran has billed Customer incorrectly, Customer must contact Fivetran no later than 60 days after the date of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Fivetran’s customer support department.
6.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges (collectively, “Taxes”). Customer is responsible for payment of all Taxes, except taxes based on Fivetran’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to Fivetran hereunder. If an applicable tax authority requires Fivetran to pay any taxes that should have been payable by Customer, Fivetran will advise Customer in writing, and Customer will promptly reimburse Fivetran for the amounts paid.
6.4 On Premise Usage Calculation. With respect to On-Prem Software, if Customer’s system configuration blocks Fivetran’s ability to determine the monthly amounts owed for Customer’s use of such On-Prem Software, then at Fivetran’s request Customer will provide a monthly report and such other reasonably requested information in order for Fivetran to determine such amounts, including a breakdown of Users, data sources and destinations between Customer-internal usage and PBF usage.
7. TERM AND TERMINATION
7.1 Term. This Agreement will continue from the Effective Date until terminated as set forth below (the “Term”). The initial term of each Order Form will begin on the effective date of such Order Form and will continue for the subscription term set forth therein, provided that if Customer is on a monthly plan (a) such Order Form will continue until such date as the applicable monthly plan is canceled and (b) after cancellation, Customer may revive its account by recommencing data transfers. If Customer uses any Fivetran Product after the end of the subscription term listed on the Order Form, Customer will be billed in arrears according to the Order Form for any continued usage of such Fivetran Product. Except with respect to monthly plans, each Order Form will renew automatically for successive one-year periods on Fivetran’s then-current Order Form terms and conditions, unless a party provides notice of nonrenewal to the other party at least 60 days prior to expiration of the then-applicable subscription term.
7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice (a) if the other party materially breaches any of the terms or conditions of this Agreement or the applicable Order Form (including any failure to pay any amounts when due) and fails to cure such breach within 30 days after written notice describing the breach; or (b) immediately if a party 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), makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets, or if a material breach by its nature is incapable of being cured. Upon any expiration or termination, (i) Customer remains obligated to pay the balance due on Customer’s account accrued prior to expiration or termination, and will be billed for such unpaid fees, and (ii) Customer shall immediately cease using the applicable Fivetran Products.
7.3 Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, and terms and conditions relating to proprietary rights, technology restrictions, confidentiality, disclaimers, termination and limitations of liability and the miscellaneous provisions below.
8. WARRANTIES AND DISCLAIMER
8.1 Mutual. Each of Fivetran and Customer warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the person signing or accepting this Agreement on its behalf is a duly authorized representative of such party with the authority to bind such party to this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; (d) it is a legal entity in good standing in the jurisdiction of its formation; and (e) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Fivetran Product.
8.2 Fivetran Warranties. Fivetran warrants that the Fivetran Product will perform materially as described in the Documentation and Fivetran will not materially decrease the overall functionality of the Fivetran Product during the applicable subscription term (the “Performance Warranty”). Fivetran will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Fivetran fails to do so within a reasonable period of time after receipt of Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Fivetran Product, in which case Fivetran will issue a pro rata refund to Customer for any prepaid subscription fees equal to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Fivetran Product. These procedures are Customer’s exclusive remedies and Fivetran’s sole liability for breach of the Performance Warranty, except that if breach of the Performance Warranty constitutes a material breach of this Agreement, then Customer may terminate this Agreement in accordance with Section 7.2.
8.3 Trial Products and Pre-commercial Features. From time to time, Customer may have the ability to use a Trial Product or new features on an alpha test, beta test or similar basis (“Pre-commercial Features”). Pre-Commercial Features are optional and will be identified as such so that Customer may decide whether to opt in. Either party may terminate Customer’s use of Trial Products and Pre-Commercial Features at any time for any reason. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRIAL PRODUCTS AND PRE-COMMERCIAL FEATURES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS, AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT THERETO.
8.4 DISCLAIMERS. FIVETRAN DOES NOT WARRANT THAT THE FIVETRAN PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FIVETRAN PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIVETRAN PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING HEREIN, FIVETRAN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING ANY ON-PREM SOFTWARE BEFORE USING IT IN A LIVE ENVIRONMENT, THE PROTECTION OF ITS DATA AND INFORMATION THROUGH INSTALLATION OF THE MOST RECENT COMPUTER VIRUS DETECTION PROGRAMS, AND THE TIMELY CREATION OF BACK-UP COPIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FIVETRAN DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT ANY ON-PREM SOFTWARE LICENSED WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, AND THE RESULTS OF USING THE ON-PREM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. FIVETRAN SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING FOR LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, IN EACH CASE TO THE EXTENT SUCH DAMAGE RESULTS FROM CUSTOMER’S INSUFFICIENT TESTING OF ANY ON-PREM SOFTWARE PRIOR TO DEPLOYMENT IN A LIVE ENVIRONMENT.
9. INDEMNIFICATION
9.1 By Fivetran. Fivetran will defend any claims, actions and demands brought by third parties (collectively, “Claims”) against Customer to the extent that the third party expressly asserts that the Fivetran Product (excluding Customer Data) infringes such third party’s trademark, issued patent, or copyright, or Fivetran misappropriated such third party’s trade secrets in the development of the Fivetran Product (a “Fivetran IP Claim”). Fivetran will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Fivetran) in connection with any such Fivetran IP Claim. The foregoing obligations do not apply with respect to portions or components of the Fivetran Product (i) made in whole or in part in accordance with Customer specifications, (ii) in the case of On-Prem Software, that are modified by or on behalf of Customer after delivery by Fivetran, (iii) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) in the case of On-Prem Software, where Customer continues the allegedly infringing activity after being notified thereof or after being provided an update that would have avoided the alleged infringement, or (v) where Customer’s use of the Fivetran Product is not strictly in accordance with this Agreement. If the use of the Fivetran Product by Customer has become, or in Fivetran’s opinion is likely to become, the subject of any Fivetran IP Claim, Fivetran may, at its option and expense (x) replace or modify the Fivetran Product to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for Customer a license to continue using the Fivetran Product, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement or the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees equal to the terminated portion of the applicable subscription term.
9.2 By Customer. Customer will defend any Claims against Fivetran where the third party expressly asserts that the Customer Data or its use: (a) violates any applicable laws or regulations; or (b) infringes such third party’s trademark, issued patent or copyright, or Customer misappropriated such third party’s trade secrets in the collection, transmission or processing of the Customer Data ((a) and (b), a “Customer Data Claim”). Customer will indemnify Fivetran for any damages finally awarded against Fivetran (or any settlement approved by Customer) in connection with any such Customer Data Claim.
9.3 Process. The indemnified party will promptly notify the indemnifying party of any Claim subject to indemnity as set forth above (provided that the failure to do so will not relieve the indemnifying party of its obligations above except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby), the indemnifying party will have the sole and exclusive authority to defend and/or settle any such Claim (provided that it may not settle or compromise any Claim or make any admission of liability without the indemnified party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the indemnified party of all related liability), and the indemnified party will reasonably cooperate with the indemnifying party in connection with such defense and settlement.
10. LIMITATION OF LIABILITY
10.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 DIRECT DAMAGES. THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO FIVETRAN OR A FIVETRAN PARTNER FOR THE FIVETRAN PRODUCT GIVING RISE TO THE LIABILITY DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“ORDINARY CAP”).
10.3 EXCLUDED LIABILITIES. NOTWITHSTANDING THE FOREGOING IN SECTIONS 10.1 AND 10.2 ABOVE, LIABILITY IS NOT LIMITED FOR THE FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (C) FIVETRAN’S INDEMNIFICATION OBLIGATIONS FOR FIVETRAN IP CLAIMS, AND (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS FOR CUSTOMER DATA CLAIMS (THE “EXCLUDED LIABILITIES”).
10.4 SUPER CAP. NOTWITHSTANDING THE FOREGOING, FIVETRAN AND ITS AFFILIATE’S AGGREGATE, CUMULATIVE LIABILITY FOR A BREACH OF ITS OBLIGATIONS IN SECTIONS 4 (CONFIDENTIALITY) OR 5 (SECURITY MEASURES), THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA BY FIVETRAN, WILL NOT EXCEED TWO TIMES (2X) THE ORDINARY CAP WITH RESPECT TO THE FIVETRAN PRODUCT GIVING RISE TO THE LIABILITY (“SUPER CAP”).
10.5 NON CUMULATIVE LIABILITY. IN NO EVENT WILL FIVETRAN BE LIABLE FOR THE SAME EVENT UNDER THE ORDINARY CAP AND THE SUPER CAP. SIMILARLY, THOSE CAPS WILL NOT BE CUMULATIVE; IF THERE ARE ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE SUPER CAP.
10.6 TRIAL PRODUCTS, FREE PLANS, AND PRE-COMMERCIAL FEATURES. NOTWITHSTANDING ANYTHING HEREIN, FIVETRAN’S AGGREGATE LIABILITY WITH RESPECT TO TRIAL PRODUCTS, FREE PLANS, AND PRE-COMMERCIAL FEATURES WILL NOT EXCEED $100.
11. MISCELLANEOUS
11.1 No Agency; No Third Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. For the avoidance of doubt, there are no third party beneficiaries under this Agreement.
11.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the then current Order Form.
11.3 Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.
11.4 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, including without limitation, acts of God, unusually severe weather, war, invasion, riot or other civil unrest, government laws, orders or embargoes, strikes or lockouts, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence.
11.5 Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its (a) Affiliate or (b) successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party related to this Agreement, unless the successor is a competitor of the other party. Any other purported assignment shall be void.
11.6 Integration; Order of Precedence. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and, except for a previously negotiated and agreed upon Master Subscription Agreement with Fivetran, replaces all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void, even if accepted by Fivetran or executed by the parties after the Effective Date. In the event of a conflict or ambiguity between the provisions of the main body of this Agreement (including its Exhibit(s)), any Order Form, and any Exhibit to an Order Form, the provisions of the Order Form will take precedence, followed by any Exhibit to an Order Form, then followed by the main body of this Agreement (including its Exhibit(s)).
11.7 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement. From time-to-time, Fivetran may modify this Agreement. Unless another agreement between the parties supersedes this Agreement, any modifications made by Fivetran to this Agreement become effective upon renewal of the then-current subscription term or entry into a new Order Form.
11.8 Governing Law and Jurisdiction; Fees. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.
11.9 Interpretation. For purposes hereof, “including” means “including without limitation”.
11.10 Export Compliance, International Trade Laws. Fivetran Products may be subject to laws and regulations related to international transactions, including export controls, import controls, and trade sanctions administered or enforced by the United States and other applicable jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of the Fivetran Products, including that Customer will not, export or re-export, directly or indirectly, the Fivetran Products in violation of applicable law, permit access to or use of any Fivetran Products in Afghanistan, Belarus, Russia and Venezuela (collectively, “Designated Jurisdictions”) or any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use Fivetran Products in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Customer will not submit to any Fivetran Product any data controlled under the U.S. International Traffic in Arms Regulations. Each party further represents that it (and with respect to Customer, each User and / or Affiliate accessing the Fivetran Product) is (1) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (2) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (3) is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).
11.11 Government Terms. Fivetran provides the Fivetran Products or Professional Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Fivetran Products, Professional Services, or any related Documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Fivetran Products were developed fully at private expense.
Online Mutual Nondisclosure Agreement (v1.0)
Version 2.0
Effective February 13th 2025
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MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is by and between Fivetran Inc., a Delaware corporation with a place of business at 1221 Broadway, Suite 2400, Oakland, CA 94612, and the party accepting this Agreement (the “Other Party”).
BY CLICKING “ACCEPT” TO THIS AGREEMENT, YOU ARE ACKNOWLEDGING THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR ON BEHALF OF THE OTHER PARTY AND UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If this Agreement is entered into on behalf of a company (such as an employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement, in which case “Other Party” shall refer to that entity (otherwise, “Other Party” shall refer to you as an individual). The “Effective Date” of this Agreement is the date the Other Party accepts this Agreement.
- PURPOSE. The parties wish to explore a business opportunity of mutual interest (the “Purpose”) and in connection with the Purpose, each party (the “Disclosing Party”) may disclose or have already disclosed to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires to be treated confidential. Nothing obligates either party to proceed with any transaction related to the Purpose, and each party reserves the right, in its sole discretion, to terminate the discussions related thereto.
- CONFIDENTIAL INFORMATION. Subject to the following limitations, all information disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Purpose during the term of this Agreement, whether in oral, written, graphic or electronic form, the Disclosing Party has either marked as confidential or proprietary, the Disclosing Party has identified in writing as confidential or proprietary within 30 days of disclosure to the Receiving Party, or that a prudent business person in Receiving Party’s position would conclude is confidential given the nature of the information or the circumstances surrounding its disclosure, shall be deemed to be “Confidential Information”. Confidential Information does not include information that: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no breach of this Agreement by the Receiving Party or any of its Representatives (as defined below); (c) becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the Receiving Party or its Representatives without use of or access to the Disclosing Party's Confidential Information; (e) is released from the confidentiality obligations herein by written consent of the Disclosing Party; or (f) is already known to or in the possession of the Receiving Party or any of its Representatives.
- NON-USE AND NON-DISCLOSURE. Except as otherwise expressly permitted hereunder, the Receiving Party will not: (a) use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose; (b) disclose any Confidential Information of the Disclosing Party to any third parties, except to Receiving Party’s and its Affiliates’ agents, employees and professional advisors (“Representatives”) who have a need to know such information for the Purpose and who are subject to confidentiality agreements with the Receiving Party at least as protective of the Disclosing Party’s Confidential Information in this Agreement or, in the case of professional advisors, are bound by legal duties to keep such Confidential Information confidential consistent with the terms of this Agreement and, in such case, the Receiving Party will be responsible for any breach of this Agreement by its Representatives; and/or (c) reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the Disclosing Party’s Confidential Information provided hereunder. Receiving Party may disclose the Disclosing Party’s Confidential Information as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order; provided that the Receiving Party promptly notifies the Disclosing Party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may seek appropriate protective action. In the event that no protective order or other remedy is obtained by the Disclosing Party or Disclosing Party waives compliance with the confidentiality obligations of this Agreement, Receiving Party or any of its Representatives may disclose the Confidential Information it is advised by counsel (which may be in-house counsel) it is legally required to disclose.
- MAINTENANCE OF CONFIDENTIALITY. The Receiving Party shall take at least those measures that it takes to protect its own Confidential Information of a similar nature, but in no case less than reasonable care. Receiving Party shall promptly, when made aware, use reasonable efforts to notify the Disclosing Party of any use or disclosure of Disclosing Party’s Confidential Information in breach of this Agreement.
- NO LICENSE; NO WARRANTIES. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right, copyright, trade secret or other intellectual property right of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the Disclosing Party except as expressly set forth herein. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
- RETURN OR DESTRUCTION. On the Disclosing Party’s request, the Receiving Party and its Representatives will return or destroy all Confidential Information of the Disclosing Party that has been supplied to or acquired by the Receiving Party and its Representatives, other than: (a) records the Receiving Party or its Representatives have a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the Receiving Party’s or its Representatives’ business and retained in accordance with their internal document retention and information technology policies. To the extent the Receiving Party or any of its Representatives retain such Confidential Information, the Receiving Party and such Representatives will continue to protect such Confidential Information in accordance with this Agreement.
- TERM; SURVIVAL. This Agreement shall expire one year from the Effective Date. This Agreement may be earlier terminated by either party at any time upon 30 days’ prior written notice to the other party. Notwithstanding the termination or expiration of this Agreement, each parties’ rights and obligations imposed by Sections 3 through 6 with respect to Confidential Information of the Disclosing Party will survive for three years from the date of expiration or termination; provided that with respect to Confidential Information that constitutes a trade secret of the Disclosing Party under applicable law, such rights and obligations will survive such termination until, if ever, such Confidential Information loses its trade secret protection under applicable law, other than due to an act or omission of the Receiving Party or its Representatives in violation of this Agreement.
- GOVERNING LAW AND JURISDICTION; REMEDIES. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees. Each party agree that a breach by a party of this Agreement (real or threatened) may cause irreparable injury to the other party, entitling such non-breaching party to seek injunctive and other equitable relief in addition to other legal remedies.
- MISCELLANEOUS. “Affiliates” means, with respect to any specific party, any other person or entity that, directly or indirectly, through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified party. This Agreement contains the entire agreement between the parties. If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party, except that the foregoing shall not preclude any assignment by operation of law to any successor of the parties. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
Order Form Amendment (FY26 Pricing)
Version 4.0
Effective June 9th 2025
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ORDER FORM AMENDMENT
This Order Form Amendment (this “Amendment”), effective as of the “Amended Start Date” below, is by and between the customer {{CounterpartyName}} (“Customer”) and Fivetran Inc. ("Fivetran"), and reflects the agreed upon amendment of that certain Service Order Form with a Start Date of {{OldStartDate}} (the “Order”) between Customer and Fivetran. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Order.
Original Terms:
CONSUMPTION PRICING | ||
Product | Original Start Date | End Date |
{{OldProductName}} | {{OldStartDate}} | {{EndDate}} |
ORIGINAL DISCOUNT: | {{OldDiscount}} % | |
PREVIOUS MONTH’S REMAINING BALANCE: | {{RemainingBalance}} | |
Amended Terms:
CONSUMPTION PRICING | ||
Product | Amended Start Date | End Date |
{{ProductName}} | {{StartDate}} | {{EndDate}} |
AMENDED DISCOUNT: | {{UsageDiscountRate}} % | |
TOTAL AMOUNT DUE (USD): | $0.00 |
Consumption Terms: Customer’s Monthly Spend shall be determined by the Fivetran Service Consumption Table set out at https://fivetran.com/legal/service-consumption-table (the "Service Consumption Table").
Discount: Customer’s Monthly Spend according to the Service Consumption Table shall be discounted as reflected above. For clarity, any prior discounts or connector-based promotions will no longer apply. Discounts on this Amendment are not a guarantee of future discounts available and may be promotional in nature.
Miscellaneous: Except as expressly provided in this Amendment, all other terms and provisions of the Order are and will remain in full force and effect. On and after the Amended Start Date, each reference in the Order to "this Order Form", “this Order,”, "hereunder", "hereof", "herein", or words of like import, and each reference to the Order in any other agreements or documents executed and delivered in connection with the Order, will mean and be a reference to the Order as amended by this Amendment. In the event of any inconsistency between the provisions of this Amendment and the Order, the terms of this Amendment shall prevail.
Refer-a-Friend Terms & Conditions
Version 2.0
Effective April 9th 2025
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Refer-a-Friend Terms & Conditions
Effective: April 11, 2025
Fivetran Inc. (“Fivetran,” "we," "us," “our,” or "Company") offers existing Fivetran customers (“you,” “your”) the opportunity to earn a referral reward (as defined below), by referring your friends to sign up for a free trial, purchase Fivetran products, and spend $100 in a month. Your participation in the Refer-a-Friend Program ( "Program") can earn you a reward for those qualifying referrals. The Program starts April 14, 2025 and continues through 11:59 pm PST on July 31, 2025. We may extend, reduce, modify or terminate the Program, at our sole discretion, at any time and without any liability to you.
These terms ("Terms") apply to your participation in the Program. By participating in the Program, you agree to use the Program as outlined herein, and consistent with any other terms we may apply to the Program. If you do not agree to these Terms in their entirety, then you cannot participate in the Program. Customers also cannot participate where, by doing so, they would violate any applicable law or regulations. We reserve the right to disqualify anyone at any time from participation in the Program if he/she does not comply with any of these Terms. All of the Company's decisions are final and binding.
Privacy
The personal information collected, processed and used as part of the Program will be used in accordance with our Privacy Notice. We will reach out to Friends using the email addresses and information about them you provided, and we will note that you referred them to us. Therefore, you hereby explicitly agree to provide information to Company only if Friends consent to be contacted by us (including any follow up communications to remind Friends to start a Fivetran trial). We may also contact you about your participation in the Program.
Eligibility
The Program is open to current Fivetran customers and those Friends referred to Fivetran by them. You and the person you refer must be legal residents of the United States of America and at least 18 years old to participate in the Program. Employees of the Company, its subsidiaries, affiliates or promotional agencies, and members of their immediate families and households, are not eligible to participate. You agree not to provide information about another person unless that person is at least 18 years old. You may not participate in the Program where doing so would be prohibited by any applicable law or regulations, including rules applicable to government officials or entities. It is your responsibility to understand and comply with such laws and regulations.
How the Program Works
To participate in the Program, visit the Fivetran website (“Site”) and follow the on-screen instructions to refer your friends, family members, or colleagues (“Friend(s),” “they,” or “them”). By completing the referral form on the Site, you represent that you know the Friend that you are referring, you genuinely believe they would be interested in the Fivetran products, and that, to the extent any consent is necessary, you have consent for that person to be contacted.
You may refer as many Friends as you like, provided your submission is in accordance with the Terms.
In order for you to earn a referral reward as further described on the Site (a “Referral Reward”), your Friend has to purchase Fivetran products and use a minimum of $100 towards such products in a month (a “Qualifying Customer”). To count as a Qualifying Customer:
- Friend must sign up for a Fivetran trial using the same email submitted in the referral form. Friend has six months from the referral date to complete their trial, purchase Fivetran products, and spend at least $100 in a month with Fivetran. If Friend becomes a Fivetran customer outside of the specified timeframe, neither you nor the Friend will qualify under these Terms.
- Friend must provide a valid company email address and Friend’s company must be new to Fivetran. This means the Friend cannot be an existing Fivetran Customer, already engaged with a Fivetran sales team member, or have been a Fivetran Customer or signed up for a free trial in the last 3 months.
- Friend is a legal resident of the United States of America and at least 18 years old.
- Only one Qualifying Customer can be earned for each company. If there are 2+ employees referred at one company, the first Friend referred (and the submitter) at that company will qualify for the incentive. If there are 2+ submitters for the same employee, the first submitter will qualify for the incentive.
Any Qualified Customer will be subject to verification by Fivetran, whose decisions on the outcome are in its sole discretion and are final and binding. All Program participants must respect the spirit of the Program by only referring Friends who are real individuals who meet the requirements of these Terms. Note that anyone who previously opted out of receiving messages from our sales team will not receive a Program email.
Referral Rewards are subject to verification
By participating in the Program, you and Friend confirm that receiving Referral Rewards is in alignment with your company policies. We may delay a reward for the purposes of investigation. We may also refuse to verify and process any transaction that we deem, in our sole discretion, to be fraudulent, suspicious, in violation of these Terms, or that we believe will impose potential liability on us, our subsidiaries, affiliates or any of our respective officers, directors, employees, representatives and agents. All of our decisions are final and binding, including decisions as to whether a Qualifying Customer is verified or a Referral Reward is earned pursuant to these Terms.
Restrictions
Referrers cannot refer themselves or create multiple, fictitious or fake accounts with the Company or participate in the Program as Friends. You may not use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Program. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Employees of the Company or any of its subsidiaries, affiliates are not able to participate.
Liability
YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). By participating in the Program, you agree to defend, indemnify, release and hold harmless the Company, its affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s)) and/or the awarding, receipt and/or use or misuse of any benefit in the Program. To be clear, the Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program. The Released Parties shall not be liable for failure to supply any advertised benefit, by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
Disclaimer of Warranties
THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK.
MSA (Archived) - Feb 3 2025
Version 2.0
Effective September 12th 2025
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Fivetran Master Subscription Agreement - Archived Version
Effective February 3, 2025
This Master Subscription Agreement (this “Agreement”) is made between Fivetran Inc., a Delaware corporation (“Fivetran”), and the party that subscribes for the Fivetran Products (as defined below) (“Customer”). Except where Customer has previously signed a Master Subscription Agreement with Fivetran, this Agreement supersedes any previously agreed upon terms. Customer’s use of the Fivetran Products is also governed by Fivetran’s Service Consumption Table.
Effective Date: The “Effective Date” of this Agreement is the date that is the earlier of (a) Customer’s initial access to any Fivetran Product through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, Fivetran may modify this Agreement. Unless otherwise specified by Fivetran, changes become effective for Customer upon renewal of the then-current subscription term set forth in an Order Form or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Fivetran will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a subscription term or upon the effective date of a new Order Form and, in any event, continued use of any Fivetran Product or the Professional Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
TERMS AND CONDITIONS
1. DEFINITIONS
The following terms, when used in this Agreement, will have the following meanings:
“Acceptable Use Policy” means Fivetran’s acceptable use policy for the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/acceptable-use-policy.
“Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the Term, for so long as such control exists, where for purposes of this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity; provided, as it relates to Customer, such entity is not a current or prospective competitor to Fivetran or in the business of developing or offering products or technologies that are substantially similar to any Fivetran Product.
“Customer Data” means any data that Customer or its Users upload to any Fivetran Product for processing by such Fivetran Product.
“Documentation” means Fivetran’s usage documentation for the applicable Fivetran Product made available on Fivetran’s website.
“Fivetran Partner” means an authorized reseller, distributor or other partner of Fivetran for the Fivetran Products and/or Professional Services.
“Fivetran Product” means (a) a SaaS-based data integration product (“SaaS Product”), (b) downloadable data integration software component or product installed on premise or in Customer’s private cloud environment (“On-Prem Software”), or (c) any combination or hybrid thereof, in each case provided by Fivetran.
“Order Form” means an ordering document, online order, or Term Sheet entered into between Customer and Fivetran, or online order process completed by Customer and confirmed by Fivetran, in each case specifying the Fivetran Product(s) and/or Professional Services to be provided under this Agreement.
“Professional Services” means consulting, developmental, training, educational, or advisory services provided by Fivetran as identified in the applicable Order Form and/or SOW.
“Software and Service Specific Requirements” means the requirements for certain of the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/service-specific-requirements, solely to the extent Customer uses such Fivetran Products or Professional Services.
“Source and Target Systems” means, with respect to On-Prem Software, the permitted type and number of computer hardware systems, storage platforms and computer frameworks from which Customer may use such On-Prem Software, as identified in the applicable Order Form.
“SOW” means a statement of work entered into between Customer and Fivetran containing the terms and conditions upon which Fivetran will provide Professional Services to Customer.
“Support Policy” means Fivetran’s support policy located at https://support.fivetran.com/hc/en-us/articles/5893119459223-Fivetran-Support-Policy.
“System Data” means data, information or outputs derived by Fivetran from the use of a Fivetran Product, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of the Fivetran Product (e.g., a user’s path through the Fivetran Product, login frequency, query logs, etc.) and any feedback, suggestions or similar information regarding a Fivetran Product provided by Customer to Fivetran. For the avoidance of doubt, System Data does not include Customer Data and does not relieve Fivetran from otherwise complying with its confidentiality obligations under this Agreement with respect to Customer Data.
“Term Sheet” means a written document entered into between or accepted by the parties specifying the Fivetran Product(s) or Professional Services that Customer has purchased through a Fivetran Partner, along with any terms and conditions relating to the authorized use thereof.
“Third Party Platform” means any product, add-on or platform not provided by Fivetran that Customer uses with the Fivetran Product.
“Trial Product” means any Fivetran Product provided on a free, trial, evaluation, proof of concept or similar basis.
“User” means an employee, contractor (to the extent providing services to Customer) or end user of Customer that Customer has provisioned to use a Fivetran Product through Customer’s account.
2. FIVETRAN PRODUCTS, SERVICES, AND SUPPORT; PROPRIETARY RIGHTS
2.1 Fivetran Products and Professional Services. Fivetran will provide to Customer, and Customer will have the right to use and access, the Fivetran Products and Professional Services identified on each Order Form in accordance with this Agreement and the technical support and service level agreement terms referenced in the Support Policy. Fivetran will comply with applicable laws and regulations (“Applicable Laws”) related to the provision of the Fivetran Products and Professional Services to Fivetran’s customers generally.
2.2 On-Prem Software License. With respect to any Order Form that includes On-Prem Software, subject to the terms of this Agreement, Fivetran grants to Customer a limited, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement under Section 11.6 (Assignment)), non-sublicensable, royalty free, worldwide license during the subscription term of such Order Form to install, integrate and use for its own internal business purposes such On-Prem Software on the Source and Target Systems.
2.3 Affiliates. If any of Customer’s Affiliates desire to make separate purchases of Fivetran Products or Professional Services, such Customer Affiliate shall execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement. Customer shall ensure that any claim by an Affiliate of Customer hereunder shall only be brought against Fivetran by Customer on behalf of such Affiliate.
2.4 Fivetran Partners. This Agreement specifies the terms and conditions under which Fivetran Products or Professional Services are provided by Fivetran to Customer, whether purchased directly through Fivetran or indirectly through a Fivetran Partner. Purchases through a Fivetran Partner will be placed through a separate agreement, ordering document or online order between Customer and a Fivetran Partner, or online order process completed by Customer and confirmed by a Fivetran Partner (any of the foregoing, the “Partner Sales Agreement”) which shall address, as between Customer and the Fivetran Partner, any terms and conditions relating to the quantity of Fivetran Products and Professional Services purchased, fees, payment (including any applicable refunds), taxes and renewals. The Partner Sales Agreement is between Customer and the Fivetran Partner and is not binding on Fivetran, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Fivetran Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between Fivetran and Customer. Customer agrees that, in connection with Professional Services or Fivetran Products purchased through a Fivetran Partner: (a) Fivetran may share information with the Fivetran Partner related to Customer’s use and consumption of the Fivetran Products under this Agreement; (b) all payments of fees, refunds and credits, if any, are payable by or to the Fivetran Partner; and (c) the Fivetran Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Fivetran.
2.5 Proprietary Rights. Customer owns all right, title and interest in and to the Customer Data and Customer’s Confidential Information. Customer grants Fivetran all necessary rights to process Customer Data in accordance with the terms of this Agreement. Fivetran owns and retains all right, title and interest in and to the Fivetran Products (including any improvements thereto made as a result of Customer feedback or suggestions), System Data, Professional Services, Documentation and Fivetran’s Confidential Information. All rights not expressly granted under this Agreement are reserved.
3. CUSTOMER RESPONSIBILITIES; POWERED BY FIVETRAN DEPLOYMENTS
3.1 Customer Responsibilities.
(a) General. Notwithstanding anything to the contrary herein, Customer is solely responsible for (i) the accuracy, content and legality of all Customer Data and warrants that it has sufficient rights in the Customer Data to permit: (A) Customer's use and receipt of the Fivetran Products and (B) with respect to SaaS Products, Fivetran’s access to and processing of Customer Data pursuant to this Agreement; and (ii) the acts and omissions of its employees, contractors and Users and their compliance with this Agreement.
(b) Personal Health Information. Where required by the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer agrees not to upload to any SaaS Product any personal health information (“PHI Data”) unless Customer and Fivetran have executed Fivetran’s Business Associate Agreement (“BAA”), which BAA shall be incorporated by reference into, and subject to, this Agreement. Unless a BAA is in place, Fivetran will have no liability under this Agreement for PHI Data, notwithstanding anything in this Agreement, or pursuant to HIPAA or any other Applicable Laws.
(c) Restrictions and Requirements. Customer will use the Fivetran Products and Professional Services in accordance with the Acceptable Use Policy and the Software and Service Specific Requirements.
3.2 Powered by Fivetran Deployments. If so specified in the applicable Order Form, Customer may offer the applicable Fivetran Product to its customers as part of an integrated product (“Powered by Fivetran Deployment” or “PBF”), subject to (a) a written agreement with each end-customer that conditions its authorization to use the Fivetran Product on its acceptance of terms equivalent to the Master Subscription Agreement available at https://www.fivetran.com/legal/online-service-agreement (the “End-Customer Agreement”); and (b) Fivetran’s prior approval of the integrated product and specific PBF use case proposed by Customer for its customers. The End-Customer Agreement is between Customer and its end-customer and is not binding on Fivetran, and any disputes related to the End-Customer Agreement shall be handled directly between Customer and such end-customer. Customer is responsible for providing first-level support to its end-customers regarding Fivetran Product-related issues; Fivetran will provide support only to Customer regarding such Fivetran Product. Customer is responsible for its end-customer’s use of the Fivetran Products under this section in a manner that conforms with the Documentation and the restrictions and requirements set forth in this Agreement.
4. CONFIDENTIALITY
4.1 Confidential Information. Subject to the limitations set forth in Section 4.2 (Exceptions), all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) during the Term (as defined below), whether in oral, written, graphic or electronic form the Disclosing Party has either marked as confidential or proprietary, the Disclosing Party has identified in writing as confidential or proprietary within 30 days of disclosure to the Receiving Party, or that a prudent business person in Receiving Party’s position would conclude is confidential given the nature of the information or the circumstances surrounding its disclosure, shall be deemed to be “Confidential Information”. Confidential Information of Fivetran includes non-public information regarding features, functionality, pricing (including any discounts) and performance of the Fivetran Products and Professional Services. Customer Data is considered Customer’s Confidential Information. The terms of this Agreement and any agreement executed in connection herewith (including the Order Form and any SOW) shall be considered the Confidential Information of Fivetran and Customer. The Receiving Party agrees to maintain the confidentiality of any Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.
4.2 Exceptions. Confidential Information does not include information that: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the Receiving Party or persons or entities to whom the Receiving Party has disclosed, transferred or permitted access to such information pursuant to Section 4.3(a) (Nondisclosure and Use); (c) becomes available to the Receiving Party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the Disclosing Party.
4.3 Nondisclosure and Use. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to any person or entity, except: (a) to employees, agents and professional advisors of the Receiving Party who have a need to know such information and who are subject to confidentiality agreements with the Receiving Party at least as protective of the Disclosing Party’s Confidential Information as this Agreement or, in the case of professional advisors, are bound by legal duties to keep such Confidential Information confidential consistent with the terms of this Agreement; or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the Receiving Party immediately notifies the Disclosing Party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may seek appropriate protective action. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
4.4 Return; Destroy; Protect. On the Disclosing Party’s request, the Receiving Party will return or destroy all Confidential Information of the Disclosing Party that has been supplied to or acquired by the Receiving Party, other than: (a) records the Receiving Party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the Receiving Party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the Receiving Party retains such Confidential Information, the Receiving Party will continue to protect such Confidential Information in accordance with Section 4.1 (Confidential Information) and Section 4.3 (Nondisclosure and Use) for so long as it meets the definition of Confidential Information.
4.5 Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this Section 4 (Confidentiality). The parties agree the Disclosing Party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the Receiving Party of this Section 4 (Confidentiality).
5. SECURITY MEASURES
5.1 Protection of Customer Data. Fivetran will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, in accordance with the Fivetran security policy located at https://fivetran.com/docs/security (the “Security Policy”) posted as of the Effective Date (as the Security Policy may be updated by Fivetran in a manner that does not materially decrease the applicable protections). The Security Policy includes measures for preventing access, use, modification or disclosure of Customer Data by Fivetran personnel, except (a) to provide the applicable Fivetran Product and to prevent or address service or technical problems, or (b) as Customer expressly permits in this Agreement or otherwise in writing. To the extent applicable, Fivetran’s Data Processing Addendum (available at https://www.fivetran.com/legal/data-processing-addendum) (“DPA”) is incorporated by reference into this Agreement.
5.2 Deletion of Customer Data. Upon termination or expiration of this Agreement, in the event Fivetran has any Customer Data, Fivetran shall delete all such Customer Data from its systems without retaining any copies thereof, other than copies retained in accordance with Fivetran’s internal document retention and information technology policies or, in the case of Customer Data constituting Personal Data (as defined in the DPA), in accordance with the DPA.
5.3 Customer Responsibilities. Customer is responsible for security relating to its environment, particularly its Source and Target Systems, and security relating to its configuration of the Fivetran Products. This includes implementing and managing procedural, technical, and administrative safeguards on its systems and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data and (b) follow the principle of least privilege when connecting the Fivetran Products to Customer’s data sources and destinations, especially by granting no more than read-only access to data sources. Customer is also responsible for provisioning Users, including: (i) methods of authenticating Users (such as SSO or industry-standard secure username/password policies); (ii) managing admin privileges; (iii) deauthorizing personnel who no longer need access to the applicable Fivetran Product; and (iv) setting up any API usage in a secure way. Fivetran will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of the Fivetran Products.
6. PAYMENT OF FEES
6.1 Calculation of Fees. Customer will pay Fivetran the applicable fees described in each Order Form (the “Fees”), except if Customer is purchasing a Fivetran Product or Professional Services through a Fivetran Partner then such fees shall be payable to the Fivetran Partner in accordance with the Partner Sales Agreement. All Fees are non-cancelable and non-refundable, except as expressly provided otherwise herein. If Customer’s use of a Fivetran Product exceeds the usage or capacity set forth on the applicable Order Form, or otherwise requires the payment of additional Fees (per the terms of this Agreement or the Order Form), Fivetran will invoice Customer in arrears for such additional usage or capacity and Customer agrees to pay the additional Fees in the manner provided herein.
6.2 Payment Terms. Fivetran will bill Customer for the Fivetran Products or Professional Services through an invoice, through the marketplace where the original purchase was made, or directly through a credit card if provided. Full payment for any Fivetran invoice must be received by Fivetran within 30 days after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants Fivetran the right to provide the credit card information, including the credit card number, its expiration date and billing address, to third parties for the purposes of facilitating payment transactions. Fivetran reserves the right to charge a 3% surcharge for any credit card payments. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Except for Fees subject to a good faith dispute, any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If Customer believes that Fivetran has billed Customer incorrectly, Customer must contact Fivetran no later than 60 days after the date of the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Fivetran’s customer support department.
6.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges (collectively, “Taxes”). Customer is responsible for payment of all Taxes, except taxes based on Fivetran’s net income. If Customer is required to pay any such Taxes, Customer shall pay such Taxes with no reduction or offset in the amounts payable to Fivetran hereunder. If an applicable tax authority requires Fivetran to pay any Taxes that should have been payable by Customer, Fivetran will advise Customer in writing, and Customer will promptly reimburse Fivetran for the amounts paid.
6.4 On-Prem Software Usage Calculation. With respect to On-Prem Software, if Customer’s system configuration blocks Fivetran’s ability to determine the monthly amounts owed for Customer’s use of such software, then at Fivetran’s request Customer will provide a monthly report and such other reasonably requested information in order for Fivetran to determine such amounts, including a breakdown of Users, data sources and destinations between Customer-internal usage and PBF usage.
7. TERM, TERMINATION AND SUSPENSION
7.1 Term. This Agreement will commence on the Effective Date and will continue until terminated as set forth below (the “Term”). The initial term of each Order Form will begin on the effective date of such Order Form and will continue for the subscription term set forth therein, provided that if Customer is on a monthly plan (a) such Order Form will continue until such date as the applicable monthly plan is canceled; and (b) after cancellation, Customer may revive its account by recommencing data transfers. If Customer uses any Fivetran Product after the end of the subscription term listed on the Order Form, Customer will be billed in arrears according to the Order Form for any continued usage of such Fivetran Product. Except with respect to monthly plans, each Order Form will renew automatically for successive one-year periods on the then-current Order Form terms and conditions, unless a party provides notice of nonrenewal to the other party at least 60 days prior to expiration of the then-applicable subscription term.
7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice (a) if the other party materially breaches any of the terms or conditions of this Agreement, any other terms or agreements incorporated by reference herein, or the applicable Order Form (including any failure by Customer to pay any amounts when due), and such other party fails to cure such breach within 30 days after receipt of written notice from the non-breaching party describing the breach or immediately if such material breach is incapable of cure; or (b) unless otherwise prohibited by Applicable Law, immediately if a party 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), makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets. Upon any expiration or termination of this Agreement, (i) Customer remains obligated to pay the balance due on Customer’s account accrued prior to expiration or termination, and will be billed for such unpaid Fees, and (ii) Customer shall immediately cease using the applicable Fivetran Products.
7.3 Survival. All sections of this Agreement that by their nature should survive termination will survive termination, including accrued rights to payment, and terms and conditions relating to proprietary rights, technology restrictions, confidentiality, disclaimers, termination, indemnification, limitations of liability and the miscellaneous provisions below.
7.4 Suspension. Without limiting Fivetran’s other remedies (including any termination rights) set forth in this Agreement, Fivetran reserves the right to suspend Customer’s access to or prohibit the use of the Fivetran Products and Professional Services (a) if Fees are 30 days or more overdue, and are not otherwise subject to a good faith dispute pursuant to Section 6.2 (Payment Terms); (b) if Fivetran deems such suspension necessary as a result of Customer’s breach of Section 3.1(c) (Restrictions and Requirements), Section 3.2 (Powered By Fivetran Deployments) or Section 11.11 (Export Compliance; International Trade Laws); (c) if Fivetran reasonably determines suspension is necessary to avoid material harm to Fivetran or its customers, including if the Fivetran Product is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Fivetran’s reasonable control; or (d) as required by Applicable Law or at the request of a governmental entity. Where practicable, Fivetran will provide Customer with prior notice of the suspension so that Customer may seek to resolve the issue and avoid such suspension.
8. WARRANTIES AND DISCLAIMER
8.1 Mutual. Each of Fivetran and Customer warrants that: (a) it has the legal power and authority to enter into this Agreement, the Order Form and any other agreements contemplated hereby, and such agreements constitute a legal, valid and binding obligation of such party when signed by the other party; (b) the person signing or accepting this Agreement, the Order Form and any other such agreements on its behalf is a duly authorized representative of such party with the authority to bind such party to such agreements; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
8.2 Fivetran Warranties. Fivetran warrants that the Fivetran Product will perform materially as described in the Documentation and Fivetran will not materially decrease the overall functionality of the Fivetran Product during the applicable subscription term (the “Performance Warranty”). Fivetran will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Fivetran fails to do so within a reasonable period of time after receipt of Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Fivetran Product, in which case Fivetran will issue a pro rata refund to Customer for any prepaid subscription fees equal to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of the Performance Warranty in reasonable detail within 30 days after discovering the issue in the Fivetran Product. These procedures are Customer’s exclusive remedies and Fivetran’s sole liability for breach of the Performance Warranty, except that if breach of the Performance Warranty constitutes a material breach of this Agreement, then Customer may terminate this Agreement in accordance with Section 7.2(a) (Termination).
8.3 Trial Products and Pre-commercial Features. From time to time, Customer may have the ability to use a Trial Product or new features on an alpha test, beta test or similar basis (“Pre-commercial Features”). Pre-Commercial Features are optional and will be identified as such so that Customer may decide whether to opt in. Either party may terminate Customer’s use of Trial Products and Pre-Commercial Features at any time for any reason. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRIAL PRODUCTS AND PRE-COMMERCIAL FEATURES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS OR LIABILITIES, AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT THERETO.
8.4 DISCLAIMERS. FIVETRAN DOES NOT WARRANT THAT THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (WARRANTIES AND DISCLAIMER), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIVETRAN PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PROFESSIONAL SERVICES ARE NOT SUBJECT TO ANY UPDATES, MAINTENANCE OR SUPPORT, EXCEPT AS PROVIDED IN THE SOW. NOTWITHSTANDING ANYTHING HEREIN, FIVETRAN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING ANY ON-PREM SOFTWARE BEFORE USING IT IN A LIVE ENVIRONMENT, THE PROTECTION OF ITS DATA AND INFORMATION THROUGH INSTALLATION OF THE MOST RECENT COMPUTER VIRUS DETECTION PROGRAMS, AND THE TIMELY CREATION OF BACK-UP COPIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FIVETRAN DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT ANY ON-PREM SOFTWARE LICENSED WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, AND THE RESULTS OF USING THE ON-PREM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. FIVETRAN SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING FOR LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, IN EACH CASE TO THE EXTENT SUCH DAMAGE RESULTS FROM CUSTOMER’S INSUFFICIENT TESTING OF ANY ON-PREM SOFTWARE PRIOR TO DEPLOYMENT IN A LIVE ENVIRONMENT.
9. INDEMNIFICATION
9.1 By Fivetran. Fivetran will indemnify and defend Customer and its Affiliates (authorized under Section 2.3 (Affiliates)) and its and their respective officers, directors and employees (collectively, “Customer Indemnified Parties”) from and against any damages and costs finally awarded against the Customer Indemnified Parties or agreed to in settlement by Fivetran (including reasonable attorneys’ fees) in connection with any claims, actions and demands brought by a third party (collectively, “Claims”) alleging the Fivetran Product (excluding Customer Data) infringes such third party’s trademark, issued patent, or copyright, or Fivetran misappropriated such third party’s trade secrets in the development of the Fivetran Product (a “Fivetran IP Claim”). The foregoing obligations do not apply with respect to portions or components of the Fivetran Product (a) made in whole or in part in accordance with Customer specifications; (b) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (c) where Customer’s use of the Fivetran Product is not strictly in accordance with this Agreement; or (d) in the case of On-Prem Software, (i) that are modified by or on behalf of Customer after delivery by Fivetran or (ii) where Customer continues the allegedly infringing activity after being notified thereof or after being provided an update that would have avoided the alleged infringement. If the use of the Fivetran Product by Customer has become, or in Fivetran’s opinion is likely to become, the subject of any Fivetran IP Claim, Fivetran shall, at its option and expense (A) replace or modify the Fivetran Product to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Customer a license to continue using the Fivetran Product; or (C) if neither of the foregoing is commercially practicable, terminate this Agreement or the applicable Order Form and provide Customer a pro rata refund of any prepaid Fees equal to the terminated portion of the applicable subscription term.
9.2 By Customer. Customer will indemnify and defend Fivetran and its Affiliates and its and their respective officers, directors and employees (collectively, “Fivetran Indemnified Parties”) from and against any damages and costs finally awarded against the Fivetran Indemnified Parties or agreed to in settlement by Customer (including reasonable attorneys’ fees) in connection with any Claims arising from or related to: (a) Customer’s failure to provide notice or obtain all consents, permissions and rights necessary for Fivetran and its subprocessors to lawfully process Customer Data for the purposes contemplated by this Agreement; (b) an allegation Customer Data or its use infringes such third party’s trademark, issued patent or copyright, or Customer misappropriated such third party’s trade secrets in the collection, transmission or processing of the Customer Data; and (c) Customer’s breach of Section 5.3 (Customer Responsibilities).
9.3 Process. If the Customer Indemnified Parties or Fivetran Indemnified Parties (each, an “Indemnified Party”) becomes aware of any Claim it believes it should be indemnified under Section 9.1 (Indemnification - By Fivetran) or Section 9.2 (Indemnification - By Customer), as applicable, the Indemnified Party will give Fivetran or Customer (the “Indemnifying Party”) prompt written notice of such Claim; provided that the failure to do so will not relieve the Indemnifying Party of its indemnification obligations except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby. The Indemnifying Party will have the sole and exclusive authority to defend and/or settle any such Claim; provided that it will not settle or compromise any Claim or make any admission of liability without the Indemnified Party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the Indemnified Party of all related liability. The Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with such defense and settlement of any Claim, and will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing.
10. LIMITATIONS OF LIABILITY
10.1 NO CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN SECTION 10.5 (EXCLUDED LIABILITIES), IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 GENERAL CAP. EXCEPT AS SET FORTH IN SECTION 10.3 (SPECIAL CAP) AND SECTION 10.5 (EXCLUDED LIABILITIES), THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”).
10. 3 SPECIAL CAP. THE AGGREGATE, CUMULATIVE LIABILITY OF FIVETRAN (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR A BREACH OF ITS OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY) OR SECTION 5 (SECURITY MEASURES) THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA BY FIVETRAN, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“SPECIAL CAP”).
10.4 NO CUMULATIVE LIABILITY. IN NO EVENT WILL FIVETRAN (OR ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL CAP AND SPECIAL CAP. SIMILARLY, THE GENERAL CAP AND SPECIAL CAP WILL NOT BE CUMULATIVE; IF THERE ARE ONE OR MORE CLAIMS BROUGHT BY THE CUSTOMER INDEMNIFIED PARTIES SUBJECT TO EACH OF THE GENERAL CAP AND SPECIAL CAP, THE MAXIMUM LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE SPECIAL CAP.
10.5 EXCLUDED LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 10 (LIMITATIONS OF LIABILITY), LIABILITY IS NOT LIMITED FOR THE FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (B) INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (C) FIVETRAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 (INDEMNIFICATION - BY FIVETRAN) FOR FIVETRAN IP CLAIMS; (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2 (INDEMNIFICATION - BY CUSTOMER); AND (E) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (PAYMENT OF FEES).
10.6 INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. MISCELLANEOUS
11.1 No Agency; No Third Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. For the avoidance of doubt, there are no third party beneficiaries under this Agreement.
11.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; upon receipt, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the then current Order Form.
11.3 Marketing Permissions. Fivetran may use and display Customer’s name and logo on Fivetran’s website and marketing materials in connection with identifying Customer as a customer. Subject to Customer’s prior written approval (which shall not be unreasonably withheld), if Fivetran requests, Customer also agrees to participate in a win release, case study, video testimonial, and/or cooperate with Fivetran in presenting at a Fivetran event or speaking to the media.
11.4 Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by Applicable Law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.
11.5 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, including acts of God, unusually severe weather, war, invasion, riot or other civil unrest, government laws, orders or embargoes, strikes or lockouts (a “Force Majeure Event”), that party upon giving prompt notice to the other party (including the cause and effect of such failure and the anticipated duration of its inability to perform) shall be excused from such performance during such occurrence for a period equal to the duration of such Force Majeure Event; provided, however, the party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences and cause the cessation of any such event.
11.6 Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its (a) Affiliate or (b) successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party related to this Agreement, unless the successor is a competitor of the other party. Any other purported assignment shall be void.
11.7 Integration; Order of Precedence. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void, even if accepted by Fivetran or executed by the parties after the Effective Date. In the event of a conflict or inconsistency among the following documents, the order of precedence will be: (a) the applicable Order Form(s); (b) the BAA; (c) the DPA; (d) the body of this Agreement; (e) the Acceptable Use Policy; (f) any other terms incorporated by reference herein or any other exhibits or attachments hereto; and (g) the applicable Documentation.
11.8 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed by a duly authorized representative of each party, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
11.9 Governing Law and Jurisdiction; Fees. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.
11.10 Interpretation. For purposes hereof, “including” means “including without limitation”. A reference to a statute or statutory provision shall be a reference to it as amended, extended or re-enacted from time to time, and shall also include all subordinate legislation made from time to time under that statute or statutory provision. Any reference to the requirement for something to be given, received or similar in “writing” or “written” shall include and permit this to be done by e-mail provided such e-mail is sent to an authorized representative of that party. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. The headings used in this Agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
11.11 Export Compliance; International Trade Laws. Fivetran Products may be subject to laws and regulations related to international transactions, including export controls, import controls, and trade sanctions administered or enforced by the United States and other applicable jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of the Fivetran Products, including that Customer will not, export or re-export, directly or indirectly, the Fivetran Products in violation of Applicable Law, permit access to or use of any Fivetran Products in Afghanistan, Belarus, Russia and Venezuela (collectively, “Designated Jurisdictions”) or any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use Fivetran Products in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Customer will not submit to any Fivetran Product any data controlled under the U.S. International Traffic in Arms Regulations. Each party further represents that it (and with respect to Customer, each User and / or Affiliate accessing the Fivetran Product) is (a) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (b) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (c) is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).
11.12 Government Terms. Fivetran Products, Professional Services, and related software and Documentation are “commercial products”, “commercial items”, “commercial computer software” and “commercially available off the shelf items” as defined in FAR 2.101 and other relevant government procurement regulations including agency supplements. This Agreement reflects (a) standard commercial practices for the acquisition of the Fivetran Products and Professional Services and (b) terms and conditions that Fivetran customarily provides to its other customers. This Agreement applies to Customer’s use of the Fivetran Products and Professional Services as consistent with Applicable Law. If these terms fail to meet Customer’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Fivetran Products and/or Professional Services. If this Agreement conflicts with Applicable Law (such as FAR Part 12.212(a)), those terms are deleted and unenforceable as applied to any Order Forms. Fivetran developed the Fivetran Products and Professional Services solely at private expense. All other use is prohibited.
History - archived version
Privacy Notice July 8 2025 (Copy)
Version 1.0
Effective September 24th 2025
DownloadTable of Contents
Fivetran Privacy Notice
Last updated: July 8, 2025
Fivetran Inc. ("Fivetran") respects your right to privacy. This Privacy Notice explains who we are, how we collect, store, share and use personal data about you, and how you can exercise your privacy rights. This Privacy Notice applies to personal data that we collect, including through our website at www.fivetran.com, within our product(s) and on other websites that Fivetran operates and that link to this Privacy Notice (collectively “Websites”).
If you have any questions or concerns about our use of your personal data, then please contact us using the contact details provided under the “How to contact us” heading at the bottom of this Privacy Notice.
What personal data does Fivetran collect and why?
Broad Categories of personal data collected:
Broad Categories Collected | Examples |
Identifiers | Name, contact information, and other personal data that can directly or indirectly identify a user |
Select Information in Customer Records | Name, contact information, and company information |
Commercial Purchasing Information | Records of products and services purchased |
Internet or Network Activity | Browsing history, |
Information Typically Detected by Senses | Audio information (call recordings) |
Employment Information | Role, title, and other relevant employer information |
Inferences Drawn from other Personal Data | Buying intent and other relevant information to market or provide the services |
The personal data that we may collect about you broadly falls into the following categories of sources:
- Information that you provide voluntarily
Certain parts of our Websites may ask you to provide personal data voluntarily; for example, we may ask you to provide your contact details in order to register an account with us, for technical support, to subscribe to marketing communications from us, to register for an event, to access content, and/or to submit inquiries to us. The personal data that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide your personal data. - Information that we collect automatically
When you visit our Websites, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal data under applicable data protection laws.
Specifically, the information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser-type, broad geographic location (e.g. country or city-level location) and other technical information. We may also collect information about how your device has interacted with our Websites, including the pages accessed and links clicked.
Collecting this information enables us to better understand the visitors who come to our Websites, where they come from, and what content on our Websites is of interest to them. We use this information for internal analytics purposes and to improve the quality and relevance of our Websites to our visitors.
Some of this information may be collected using cookies and similar tracking technology, as explained further under the heading “Cookies and similar tracking technology” below. When you use our products and services, we may collect certain information automatically in order to provide our products and services, to improve our products and services, to investigate potential security issues, and to prevent fraud or misuse of our products and services. When you communicate with us, we may also automatically collect information related to our correspondence with you, such as emails and text messages sent or received.
- Information that we obtain from third party sources
From time to time, we may receive personal data about you from third-party sources– including, but not limited to, lead generation providers, partners, content syndication providers, third-party enrichment tools, and meeting maker vendors–but only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal data to us.
The types of information we collect from third parties—including, but not limited to, name, contact information, title and/or role within your organization, internet activity, and company data–is used to market our services to you.
Sensitive Personal Data
We may collect sensitive personal data, or special category personal data, from customers as a part of providing our services. We do not use sensitive personal data for any other commercial purpose, we do not sell sensitive personal data, and we do not share sensitive personal data for online advertising.
Who does Fivetran share my personal data with?
We may disclose your personal data to the following categories of recipients:
- To our group companies and third-party services providers who provide data processing services to us (for example, to support the delivery of, provide functionality on, or help to enhance the security of our Websites), or who otherwise process personal data for purposes that are described in this Privacy Notice or notified to you when we collect your personal data. A list of our current subprocessors is available here https://fivetran.com/docs/privacy#pipelinedatasubprocessors.
- To our partners, to assist in (i) selling or distributing our products and services where information may be shared for the purpose of identifying prospective customers or opportunities or facilitating and managing partner relationships; or (ii) engaging in joint marketing activities where information may be shared for the purpose of organizing or sponsoring an event to which you have registered, enabling them to contact you about the event or their services where they have a lawful basis to do so, such as your consent, where required by applicable law. Sharing excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties. Fivetran will not share data from Google APIs with third party tools, such as AI models.
- To any competent law enforcement body, regulator, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person.
- To an actual or potential buyer (and its agents and advisers) in connection with any actual or proposed purchase, merger or acquisition of any part of our business, provided that we inform the buyer it must use your personal data only for the purposes disclosed in this Privacy Notice.
- To any other person with your consent to the disclosure.
Third parties we share with for a business purpose (in the last 12 months):
Broad Categories Collected | Types of third parties we share with |
Identifiers | Group companies, service providers, and partners |
Select Information in Customer Records | Group companies, service providers, and partners |
Commercial Purchasing Information | Group companies, service providers, and partners |
Internet or Network Activity | Group companies, service providers, and partners |
Information Typically Detected by Senses | Group companies, service providers, and partners |
Employment Information | Group companies, service providers, and partners |
Inferences Drawn from other Personal Data | Group companies, service providers, and partners |
Third parties we share with for a commercial purpose (including sale/online advertising in the past 12 months):
Broad Categories Collected | Types of third parties we share with |
Identifiers | Group companies, partners, and any other person with your consent |
Select Information in Customer Records | Group companies, partners, and any other person with your consent |
Commercial Purchasing Information | Group companies, partners, and any other person with your consent |
Internet or Network Activity | Group companies, partners, and any other person with your consent |
Information Typically Detected by Senses | Group companies, partners, and any other person with your consent |
Employment Information | Group companies, partners, and any other person with your consent |
Inferences Drawn from other Personal Data | Group companies, partners, and any other person with your consent |
Fivetran has no actual knowledge that it sells or shares the personal information of individuals under 16 years of age.
Legal basis for processing personal data
Our legal basis for collecting and using the personal data described above will depend on the personal data concerned and the specific context in which we collect it.
However, we will normally collect personal data from you only (i) where we need the personal data to perform a contract with you, (ii) where the processing is in our legitimate interests and not overridden by your rights, or (iii) where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal data from you or may otherwise need the personal data to protect your vital interests or those of another person.
If we ask you to provide personal data to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal data is mandatory or not. Please note, if you choose not to provide the requested personal data the main consequences are that (i) we may not be able to provide services to you, and (ii) your experiences with our services and marketing efforts may be less personalized.
If we collect and use your personal data in reliance on our legitimate interests (or those of any third party), this will normally be to operate our platform and to communicate with you as necessary – for example, when responding to your queries, analyzing use of and improving our platform, undertaking marketing activities for existing customers as legally permitted, and detecting or preventing illegal activities. We may have other legitimate interests and we will make clear to you at the relevant time what those legitimate interests are. We rely on these legal bases to process data for the following purposes: to help provide the services (e.g. customer support and usage data) and to market our services to existing customers as legally permitted.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal data, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
Cookies and similar tracking technology
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Website owners can use cookies for a variety of reasons that can include enabling their websites to work (or work more efficiently), providing personalized content and advertising, and creating website analytics.
Cookies set by the website owner (in this case, Fivetran) are called "first-party cookies." Only the website owner can access the first-party cookies it sets. Cookies set by parties other than the website owner are called "third-party cookies.” Third-party cookies enable third-party features or functionality to be provided on or through the website (e.g. like advertising, interactive content, and social sharing). The parties that set these third-party cookies can recognize your device both when it visits the website in question and also when it visits other websites that have partnered with them. Please view our cookie list for more information on the third-party vendors we use at https://www.fivetran.com/cookie-list.
Fivetran may use web beacons, tags, flash cookies, HTML5, and scripts (“Data Tools”) in our Websites or emails to help deliver cookies, count visits, understand usage and campaign effectiveness, and determine whether an email has been opened and acted upon. Fivetran may receive reports based on the use of these technologies by our service and analytics providers on an individual and aggregated basis.
If you want to learn more about cookies, or how to control, disable or delete them, please visit http://www.allaboutcookies.org for detailed guidance. For further information on how to manage flash cookies, please click here.
Why do we use cookies?
We use first-party and third-party cookies for several reasons. Some cookies are required for technical reasons that are strictly necessary for our Websites to operate, and we refer to these as "essential" cookies. Other cookies also enable us to provide website functionality, or to enhance visitors' experience on our Websites by providing them with personalized content and advertising. This is described in more detail below.
Cookies collect certain standard information that your browser sends to the Websites such as your browser type and language, access times, and the address of the website from which you arrived at a Website. They may also collect information about your Internet Protocol (IP) address, clickstream behavior (i.e. the pages you view, the links you click, and other actions you take when you use the Websites), and product information. These are called first-party cookies and they are essential to the Websites’ operation.
Fivetran may also contract with third-party advertising networks that collect non-personally identifiable information and personal data through the Websites, emails, and on third-party websites. Advertising networks follow your online activities over time by collecting usage data through Data Tools and use this information to provide advertisements about products and services tailored to your interests. You may see these advertisements on other websites. This process also helps us manage and track the effectiveness of Fivetran’s marketing efforts.
The Websites may include third-party social media features, such as the Facebook Like button, and third-party widgets, such as the ‘Share This’ button or interactive mini-programs that run on the Websites. These features may collect your IP address, which page you are visiting on the Websites, and set a cookie to enable the feature to function properly. Your interaction with these features is governed by the privacy policy of the third-party company providing such features.
We use third-party advertising companies to display ads on the Websites tailored to your individual interests based on your internet activity, as well as to provide advertising-related services such as ad delivery, reporting, attribution, analytics, and market research. You can manage your preferences with regards to the receipt of tailored advertisements in the cookie settings described under the “How can you control cookies?” heading below. Please note if third-party cookies are switched off, you will continue to see advertisements, but they will no longer be tailored to your interests.
The specific types of first-party and third-party cookies served through our Websites and the purposes they perform are described in our cookie settings page and in our cookie list at https://www.fivetran.com/cookie-list.
What about other tracking technologies, like web beacons?
Cookies are not the only way to recognize or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs"). These are tiny graphics files that contain a unique identifier that enable us to recognize when someone has visited our Websites or opened an email that we have sent them. This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of email marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, which means declining cookies will often impair their functionality.
How can you control cookies?
You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences in our cookie settings page. Our cookie consent tool automatically honors Global Privacy Control (“GPC”) and Do Not Track (“DNT”) signals. Please be aware, however, that due to technical limitations in how opt-out tools store preferences, opt-out choices you make will apply only to the device and browser you are using at the time you make the request. For example, if you opt out on your desktop browser, this choice will not automatically carry over to your mobile device or other browsers on the same device. Opt-out preferences must be selected on each device and browser individually.
You can also set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our Websites though your access to some functionality and areas of our Websites may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser to browser, you should visit your browser's help menu for more information.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com, or http://www.youronlinechoices.eu/ if located in the European Union.
Artificial Intelligence
We may use artificial intelligence (“AI”) tools, including tools which automate or recommend decisions, to assist with various internal processes. When we use AI tools we will follow applicable law and ensure responsible use, employing safeguards such as
- A meaningful human review of automated decisions or recommendations;
- Data minimization and the facilitation of privacy rights requests;
- Complying with opt-out requests when required; and
- Testing automated decision-making tools for accuracy, fairness, and bias.
We may also use AI as a part of our products and services. When incorporating AI into our products and services, we strive to provide each customer with a choice on whether to utilize any AI component of our products.
How does Fivetran keep my personal data secure?
We use appropriate technical and organizational measures to protect the personal data that we collect and process about you. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal data. Fivetran is hosted on leading cloud service providers (linked on our security page at https://fivetran.com/docs/security#physicalandenvironmentalsafeguards) and uses industry-standard security protocols to protect personal data. Personal data is stored on private servers in a protected security group. All connections between the end user and our servers are encrypted with SSL, and server software is kept continuously up to date with the latest security patches.
International data transfers
Your personal data may be transferred to, and processed in, countries other than the country in which you are a resident. These countries may have data protection laws that are different than the laws of your country.
To view our data residency locations, review our data residency policy at https://fivetran.com/docs/privacy#fivetrandataresidency. Our group companies, third-party service providers, and partners operate around the world.
However, we have taken appropriate safeguards to require that your personal data will remain protected in accordance with this Privacy Notice. These include complying with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework, and implementing applicable standard contractual clauses for transfers of personal data between our group companies, which require all group companies to protect personal data they process in accordance with applicable data protection law.
Our Data Protection Addendum is available online at https://www.fivetran.com/legal#dpa, and our Standard Contractual Clauses, when applicable, can be provided on request by contacting us at privacy@Fivetran.com. We have implemented similar appropriate safeguards with our third-party service providers and partners and can provide further details upon request.
Data retention
We retain personal data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements).
When we have no ongoing legitimate business need to process your personal data, we will either delete or anonymize it or, if this is not possible (for example, because your personal data has been stored in backup archives), then we will securely store your personal data and isolate it from any further processing until deletion is possible. For more detailed information on our retention practices, see https://fivetran.com/docs/privacy#retentionofcustomerdata.
Your data protection rights
You have the following data protection rights:
- If you wish to access, correct, update or request deletion of your personal data, you can do so at any time by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- In addition, you can object to processing of your personal data, ask us to restrict processing of your personal data or request portability of your personal data. Again, you can exercise these rights by contacting us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing emails we send you. To opt-out of other forms of marketing (such as postal marketing or telemarketing), then please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- Similarly, if we have collected and processed your personal data with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on lawful processing grounds other than consent.
- You have the right to opt out of the sale of your personal data, including sharing personal data for online advertising. For more information, visit our cookie settings page. Our cookie consent tool automatically honors GPC and DNT signals which are set on each individual device and browser.
- We do not use or disclose your sensitive personal data, except for the purpose of providing the services to our customers, and will not use it for any other purpose unless you subsequently authorize us to do so.
- You have the right to non-discrimination, meaning we may not discriminate against a user for exercising a privacy right.
- You have the right to have your authorized agent make a data privacy request on your behalf. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
- You have the right to complain to a data protection authority about our collection and use of your personal data. For more information, please contact your local data protection authority.
- If you are not satisfied with our response regarding your data privacy request, you have the right to appeal our decision. For more information, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice. If you are not satisfied with the result of the appeal, you have the right to contact your respective attorney general depending on where you reside.
If personal data covered by this Privacy Notice is to be used for a new purpose that is materially different from that for which the personal data was originally collected or subsequently authorized, or is to be disclosed to a non-agent third party in a manner not specified in this Privacy Notice, Fivetran will provide you with an opportunity to choose whether to have your personal data so used or disclosed.
We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws. Our process for verifying data protection requests is based on matching personal data provided by the requestor in their data protection request with personal data that we have on file for the requestor. The personal data points matched vary based on what Fivetran has on the requestor, but Fivetran uses multiple personal data points for verification. During the verification process, Fivetran aims to avoid collecting additional personal data from the requestor that has not been previously collected by Fivetran.
Data Subject Access Request Metrics
Fivetran is committed to providing transparency in how we handle data protection requests. Below is a summary of aggregated data protection requests across global data protection regimes applicable to Fivetran—excluding opt-out requests given Fivetran takes an opt-in approach to online advertising in the U.S.—for the 2023 reporting period.
Received | Fulfilled | Denied | Average time of response | |
Request to Access | 1 | 1 | 0 | 1 business day |
Request to Delete | 59 | 45 | 14 | 2 business days |
Legal Access Requests
If you are submitting a law enforcement, regulatory, government agency, court, or other third-party request, please contact us using the contact details provided under the “How to contact us” heading at the bottom of this notice.
EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework
Fivetran Inc. and its affiliate, Sutro Labs, Inc. ("Census") comply with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce. Fivetran Inc. and Census have certified to the U.S. Department of Commerce that they adhere to the EU-U.S. Data Privacy Framework Principles (“EU-U.S. DPF Principles”) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. Fivetran Inc. and Census have certified to the U.S. Department of Commerce that they adhere to the Swiss-U.S. Data Privacy Framework Principles (“Swiss-U.S. DPF Principles”) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this Privacy Notice and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles (collectively the “Principles”), the Principles shall govern. To learn more about the Data Privacy Framework (“DPF”) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Fivetran Inc. and Census commit to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF to JAMS, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://www.jamsadr.com/DPF-Dispute-Resolution for more information or to file a complaint. The services of JAMS are provided at no cost to you. You also have the possibility, under certain conditions, to invoke binding arbitration for complaints regarding our DPF compliance not resolved by any of the other DPF mechanisms. Please view the following for additional information on this process and the applicable requirements: https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2.
Fivetran and Census's accountability for personal data that it receives under the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF and subsequently transfers to a third party is described in the Principles. In particular, Fivetran and Census remain responsible and liable under the Principles if third-party agents, that Fivetran and Census engage to process personal data on its behalf, process personal data in a manner inconsistent with the Principles, unless Fivetran and Census prove that they are not responsible for the event giving rise to the damage. The Federal Trade Commission has investigation and enforcement authority over Fivetran and Census's compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF.
Updates to this Privacy Notice
We may update this Privacy Notice from time to time in response to changing legal, technical or business developments. When we update our Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Privacy Notice changes if and where this is required by applicable data protection laws.
You can see when this Privacy Notice was last updated by checking the “last updated” date displayed at the top of this Privacy Notice.
How to contact us
If you have any questions or concerns about our use of your personal data, please contact us at privacy@fivetran.com (we operate online), or at the following address:
Fivetran Inc., Attn: Data Protection Officer,
1221 Broadway, Suite 2400, Oakland, CA 94612, United States
We have a Data Protection Officer responsible for compliance with data protection law. Their contact details are DPO@fivetran.com.
The data controller of your personal data is Fivetran Inc. when we collect information from you for marketing purposes. Our customers are the data controller for personal data they provide to us when they use our services.
History - archived version
MSA (Archived) September 12 2025
Version 2.0
Effective November 5th 2025
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Fivetran Master Subscription Agreement - Archived Version
Effective September 12, 2025
This Master Subscription Agreement (this “Agreement”) is made between Fivetran Inc., a Delaware corporation (“Fivetran”), and the party that subscribes for the Fivetran Products (as defined below) (“Customer”). Except where Customer has previously signed a Master Subscription Agreement with Fivetran, this Agreement supersedes any previously agreed upon terms. Customer’s use of the Fivetran Products is also governed by Fivetran’s Service Consumption Table.
Effective Date: The “Effective Date” of this Agreement is the date that is the earlier of (a) Customer’s initial access to any Fivetran Product through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, Fivetran may modify this Agreement. Unless otherwise specified by Fivetran, changes become effective for Customer upon renewal of the then-current subscription term set forth in an Order Form or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Fivetran will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a subscription term or upon the effective date of a new Order Form and, in any event, continued use of any Fivetran Product or the Professional Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
TERMS AND CONDITIONS
1. DEFINITIONS
The following terms, when used in this Agreement, will have the following meanings:
“Acceptable Use Policy” means Fivetran’s acceptable use policy for the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/acceptable-use-policy.
“Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the Term, for so long as such control exists, where for purposes of this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity; provided, as it relates to Customer, such entity is not a current or prospective competitor to Fivetran or in the business of developing or offering products or technologies that are substantially similar to any Fivetran Product.
“Authorized Marketplace Provider” means a third-party marketplace through which Fivetran offers the Fivetran Products or Professional Services and that is expressly authorized by Fivetran, including Snowflake Marketplace, Google Cloud Platform Marketplace, Microsoft Azure Marketplace, and Amazon Web Services Marketplace.
“Customer Data” means any data that Customer or its Users upload to any Fivetran Product for processing by such Fivetran Product.
“Deliverables” means work product delivered to Customer under an Order Form for Professional Services and as may be further described in a SOW.
“Documentation” means Fivetran’s usage documentation for the applicable Fivetran Product made available on Fivetran’s website.
“Fivetran Materials” means any proprietary tools, libraries, ideas, methodologies, techniques, concepts, training materials, know-how and expertise used, or retained, by Fivetran or its personnel in providing the Deliverables.
“Fivetran Partner” means an authorized reseller, distributor or other partner of Fivetran for the Fivetran Products and/or Professional Services.
“Fivetran Product” means (a) a SaaS-based data integration product (“SaaS Product”), (b) downloadable data integration software component or product installed on premise or in Customer’s private cloud environment (“On-Prem Software”), or (c) any combination or hybrid thereof, in each case provided by Fivetran.
“Order Form” means an ordering document, online order, or Term Sheet entered into between Customer and Fivetran, or online order process completed by Customer and confirmed by Fivetran, in each case specifying the Fivetran Product(s) and/or Professional Services to be provided under this Agreement.
“Professional Services” means consulting, developmental, training, educational, or advisory services provided by Fivetran as identified in the applicable Order Form and/or SOW.
“Required Information” means Customer materials, resources and log-in credentials provided by Customer to Fivetran in connection with the Professional Services.
“Software and Service Specific Requirements” means the requirements for certain of the Fivetran Products and Professional Services located at https://www.fivetran.com/legal/service-specific-requirements, solely to the extent Customer uses such Fivetran Products or Professional Services.
“Source and Target Systems” means, with respect to On-Prem Software, the permitted type and number of computer hardware systems, storage platforms and computer frameworks from which Customer may use such On-Prem Software, as identified in the applicable Order Form.
“SOW” means a statement of work entered into between Customer and Fivetran containing the terms and conditions upon which Fivetran will provide Professional Services to Customer.
“Support Policy” means Fivetran’s support policy located at https://support.fivetran.com/hc/en-us/articles/5893119459223-Fivetran-Support-Policy.
“System Data” means data, information or outputs derived by Fivetran from the use of a Fivetran Product, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of the Fivetran Product (e.g., a user’s path through the Fivetran Product, login frequency, query logs, etc.). For the avoidance of doubt, System Data does not include Customer Data and does not relieve Fivetran from otherwise complying with its confidentiality obligations under this Agreement with respect to Customer Data.
“Term Sheet” means a written document entered into between or accepted by the parties specifying the Fivetran Product(s) or Professional Services that Customer has purchased through a Fivetran Partner, along with any terms and conditions relating to the authorized use thereof.
“Third Party Platform” means any product, add-on or platform not provided by Fivetran that Customer uses with the Fivetran Product.
“Trial Product” means any Fivetran Product provided on a free, trial, evaluation, proof of concept or similar basis.
“User” means an employee, contractor (to the extent providing services to Customer) or end user of Customer that Customer has provisioned to use a Fivetran Product through Customer’s account.
2. FIVETRAN PRODUCTS, SERVICES, AND SUPPORT; PROPRIETARY RIGHTS
2.1 Fivetran Products and Professional Services. Fivetran will provide to Customer, and Customer will have the right to use and access the Fivetran Products and Professional Services identified on each Order Form in accordance with this Agreement and the technical support and service level agreement terms referenced in the Support Policy. Fivetran will comply with applicable laws and regulations (“Applicable Laws”) related to the provision of the Fivetran Products and Professional Services to Fivetran’s customers generally.
2.2 On-Prem Software License. With respect to any Order Form that includes On-Prem Software, subject to the terms of this Agreement, Fivetran grants to Customer a limited, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement under Section 11.6 (Assignment)), non-sublicensable, royalty free, worldwide license during the subscription term of such Order Form to install, integrate and use for its own internal business purposes such On-Prem Software on the Source and Target Systems.
2.3 Professional Services.
(a) Customer may purchase Professional Services as may be described more specifically in a SOW. Any material adjustments to the Professional Services will require a change order executed by both parties prior to implementation of such adjustments (“Change Order”), which may result in additional fees. Each Change Order must include the changes to Professional Services and impact on timing and fees; once executed the Change Order is deemed part of the Order Form.
(b) Customer agrees to provide Fivetran with reasonable access to the Required Information, Customer Data and Customer’s equipment and personnel, to the extent necessary to perform the Professional Services. Customer acknowledges that Fivetran’s ability to provide the Professional Services depends on Customer’s reasonable cooperation. Fivetran will have no liability resulting from failure to perform due to Customer’s failure or delay in providing the foregoing in a timely manner.
(c) Subject to the terms of this Agreement, Fivetran grants to Customer a limited, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement under Section 11.6 (Assignment)), non-sublicensable, royalty free, worldwide license to use, copy, modify or create derivative works based on any Deliverables solely for Customer’s internal business use in connection with Customer’s use of the Fivetran Product during the Term. If and to the extent Fivetran incorporates any Fivetran Materials into the Deliverables, Fivetran grants Customer a limited, non-exclusive, non-transferable royalty-free worldwide license to use, copy, modify or create derivative works based on the Fivetran Materials, solely as incorporated into the Deliverables and as reasonably necessary to use the Deliverables. Notwithstanding the foregoing, the parties may mutually agree to additional terms and restrictions related to the use of Deliverables in a specific SOW, in which case those terms will apply to such Deliverables only.
2.4 Affiliates. If any of Customer’s Affiliates desire to make separate purchases of Fivetran Products or Professional Services, such Customer Affiliate shall execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement. Customer shall ensure that any claim by an Affiliate of Customer hereunder shall only be brought against Fivetran by Customer on behalf of such Affiliate.
2.5 Fivetran Partners. This Agreement specifies the terms and conditions under which Fivetran Products or Professional Services are provided by Fivetran to Customer, whether purchased directly through Fivetran or indirectly through a Fivetran Partner. Purchases through a Fivetran Partner will be placed through a separate agreement, ordering document or online order between Customer and a Fivetran Partner, or online order process completed by Customer and confirmed by a Fivetran Partner (any of the foregoing, the “Partner Sales Agreement”) which shall address, as between Customer and the Fivetran Partner, any terms and conditions relating to the quantity of Fivetran Products and Professional Services purchased, fees, payment (including any applicable refunds), taxes and renewals. The Partner Sales Agreement is between Customer and the Fivetran Partner and is not binding on Fivetran, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Fivetran Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between Fivetran and Customer. Customer agrees that, in connection with Professional Services or Fivetran Products purchased through a Fivetran Partner: (a) Fivetran may share information with the Fivetran Partner related to Customer’s use and consumption of the Fivetran Products under this Agreement; (b) all payments of fees, refunds and credits, if any, are payable by or to the Fivetran Partner; and (c) the Fivetran Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Fivetran.
2.6 Marketplace Customers. In the event Customer purchases Fivetran Products, including any eligible Professional Services, through an Authorized Marketplace Provider, such purchases will be subject to the terms available at https://www.fivetran.com/legal/marketplace-terms.
2.7 Proprietary Rights. Customer owns all right, title and interest in and to the Customer Data, Required Information, and Customer’s Confidential Information. Customer grants Fivetran all necessary rights to process and use Customer Data and the Required Information, in each case in accordance with the terms of this Agreement. Fivetran owns and retains all right, title and interest in and to the Fivetran Products (including any improvements thereto made as a result of Customer feedback or suggestions), System Data, Professional Services, Deliverables, Fivetran Materials, Documentation and Fivetran’s Confidential Information. All rights not expressly granted under this Agreement are reserved.
2.8 Feedback. Customer is under no obligation to provide Fivetran with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the features, functionality, or operation of the Fivetran Products or Professional Services (“Feedback”), and Fivetran has no obligation to use any Feedback. If Customer elects to provide Feedback, Customer grants Fivetran a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sublicensable, and assignable license to incorporate such Feedback into the Fivetran Products or Professional Services or otherwise use such Feedback, provided that such use is not attributable to Customer. Feedback is provided “as is,” without warranties of any kind.
3. CUSTOMER RESPONSIBILITIES; POWERED BY FIVETRAN DEPLOYMENTS
3.1 Customer Responsibilities.
(a) General. Notwithstanding anything to the contrary herein, Customer is solely responsible for (i) the accuracy, content and legality of all Customer Data and Required Information and warrants that it has sufficient rights in the Customer Data and Required Information to permit: (A) Customer's use and receipt of the Fivetran Products, (B) with respect to SaaS Products, Fivetran’s access to and processing of Customer Data pursuant to this Agreement, and (C) Fivetran’s performance of the Professional Services; and (ii) the acts and omissions of its employees, contractors and Users and their compliance with this Agreement.
(b) Personal Health Information. Where required by the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer agrees not to upload to any SaaS Product any personal health information (“PHI Data”) unless Customer and Fivetran have executed Fivetran’s Business Associate Agreement (“BAA”), which BAA shall be incorporated by reference into, and subject to, this Agreement. Unless a BAA is in place, Fivetran will have no liability under this Agreement for PHI Data, notwithstanding anything in this Agreement, or pursuant to HIPAA or any other Applicable Laws.
(c) Restrictions and Requirements. Customer will use the Fivetran Products and Professional Services in accordance with the Acceptable Use Policy and the Software and Service Specific Requirements.
3.2 Powered by Fivetran Deployments. If so specified in the applicable Order Form, Customer may offer the applicable Fivetran Product to its customers as part of an integrated product (“Powered by Fivetran Deployment” or “PBF”), subject to (a) a written agreement with each end-customer that conditions its authorization to use the Fivetran Product on its acceptance of terms equivalent to the Master Subscription Agreement available at https://www.fivetran.com/legal/online-service-agreement(the “End-Customer Agreement”); and (b) Fivetran’s prior approval of the integrated product and specific PBF use case proposed by Customer for its customers. The End-Customer Agreement is between Customer and its end-customer and is not binding on Fivetran, and any disputes related to the End-Customer Agreement shall be handled directly between Customer and such end-customer. Customer is responsible for providing first-level support to its end-customers regarding Fivetran Product-related issues; Fivetran will provide support only to Customer regarding such Fivetran Product. Customer is responsible for its end-customer’s use of the Fivetran Products under this section in a manner that conforms with the Documentation and the restrictions and requirements set forth in this Agreement.
4. CONFIDENTIALITY
4.1 Confidential Information. Subject to the limitations set forth in Section 4.2 (Exceptions), all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) during the Term (as defined below), whether in oral, written, graphic or electronic form the Disclosing Party has either marked as confidential or proprietary, the Disclosing Party has identified in writing as confidential or proprietary within 30 days of disclosure to the Receiving Party, or that a prudent business person in Receiving Party’s position would conclude is confidential given the nature of the information or the circumstances surrounding its disclosure, shall be deemed to be “Confidential Information”. Confidential Information of Fivetran includes non-public information regarding features, functionality, pricing (including any discounts) and performance of the Fivetran Products and Professional Services, the Deliverables (subject to Customer’s rights to any of its Confidential Information incorporated into the Deliverables) and Fivetran Materials. Customer Data and Required Information are considered Customer’s Confidential Information. The terms of this Agreement and any agreement executed in connection herewith (including the Order Form and any SOW) shall be considered the Confidential Information of Fivetran and Customer. The Receiving Party agrees to maintain the confidentiality of any Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.
4.2 Exceptions. Confidential Information does not include information that: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the Receiving Party or persons or entities to whom the Receiving Party has disclosed, transferred or permitted access to such information pursuant to Section 4.3(a) (Nondisclosure and Use); (c) becomes available to the Receiving Party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the Disclosing Party.
4.3 Nondisclosure and Use. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to any person or entity, except: (a) to employees, agents and professional advisors of the Receiving Party who have a need to know such information and who are subject to confidentiality agreements with the Receiving Party at least as protective of the Disclosing Party’s Confidential Information as this Agreement or, in the case of professional advisors, are bound by legal duties to keep such Confidential Information confidential consistent with the terms of this Agreement; or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the Receiving Party immediately notifies the Disclosing Party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may seek appropriate protective action. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
4.4 Return; Destroy; Protect. On the Disclosing Party’s request, the Receiving Party will return or destroy all Confidential Information of the Disclosing Party that has been supplied to or acquired by the Receiving Party, other than: (a) records the Receiving Party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the Receiving Party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the Receiving Party retains such Confidential Information, the Receiving Party will continue to protect such Confidential Information in accordance with Section 4.1 (Confidential Information) and Section 4.3 (Nondisclosure and Use) for so long as it meets the definition of Confidential Information.
4.5 Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this Section 4 (Confidentiality). The parties agree the Disclosing Party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the Receiving Party of this Section 4 (Confidentiality).
5. SECURITY MEASURES
5.1 Protection of Customer Data. Fivetran will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, in accordance with the Fivetran security policy located at https://fivetran.com/docs/security (the “Security Policy”) posted as of the Effective Date (as the Security Policy may be updated by Fivetran in a manner that does not materially decrease the applicable protections). The Security Policy includes measures for preventing access, use, modification or disclosure of Customer Data by Fivetran personnel, except (a) to provide the applicable Fivetran Product and to prevent or address service or technical problems, or (b) as Customer expressly permits in this Agreement or otherwise in writing. To the extent applicable, Fivetran’s Data Processing Addendum (available at https://www.fivetran.com/legal/data-processing-addendum) (“DPA”) is incorporated by reference into this Agreement.
5.2 Deletion of Customer Data. Upon termination or expiration of this Agreement, in the event Fivetran has any Customer Data, Fivetran shall delete all such Customer Data from its systems without retaining any copies thereof, other than copies retained in accordance with Fivetran’s internal document retention and information technology policies or, in the case of Customer Data constituting Personal Data (as defined in the DPA), in accordance with the DPA.
5.3 Customer Responsibilities. Customer is responsible for security relating to its environment, particularly its Source and Target Systems, and security relating to its configuration of the Fivetran Products. This includes implementing and managing procedural, technical, and administrative safeguards on its systems and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data and (b) follow the principle of least privilege when connecting the Fivetran Products to Customer’s data sources and destinations, especially by granting no more than read-only access to data sources. Customer is also responsible for provisioning Users, including: (i) methods of authenticating Users (such as SSO or industry-standard secure username/password policies); (ii) managing admin privileges; (iii) deauthorizing personnel who no longer need access to the applicable Fivetran Product; and (iv) setting up any API usage in a secure way. Fivetran will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of the Fivetran Products.
6. PAYMENT OF FEES
6.1 Calculation of Fees. Customer will pay Fivetran the applicable fees described in each Order Form (the “Fees”), except if Customer is purchasing a Fivetran Product or Professional Services through a Fivetran Partner then such fees shall be payable to the Fivetran Partner in accordance with the Partner Sales Agreement. All Fees are non-cancelable and non-refundable, except as expressly provided otherwise herein. If Customer’s use of a Fivetran Product exceeds the usage or capacity set forth on the applicable Order Form, or otherwise requires the payment of additional Fees (per the terms of this Agreement or the Order Form), Fivetran will invoice Customer in arrears for such additional usage or capacity and Customer agrees to pay the additional Fees in the manner provided herein.
6.2 Payment Terms. Fivetran will bill Customer for the Fivetran Products or Professional Services through an invoice, through the marketplace where the original purchase was made, or directly through a credit card if provided. Full payment for any Fivetran invoice must be received by Fivetran within 30 days after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants Fivetran the right to provide the credit card information, including the credit card number, its expiration date and billing address, to third parties for the purposes of facilitating payment transactions. Fivetran reserves the right to charge a 3% surcharge for any credit card payments. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Except for Fees subject to a good faith dispute, any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If Customer believes that Fivetran has billed Customer incorrectly, Customer must contact Fivetran no later than 60 days after the date of the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Fivetran’s customer support department.
6.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges (collectively, “Taxes”). Customer is responsible for payment of all Taxes, except taxes based on Fivetran’s net income. If Customer is required to pay any such Taxes, Customer shall pay such Taxes with no reduction or offset in the amounts payable to Fivetran hereunder. If an applicable tax authority requires Fivetran to pay any Taxes that should have been payable by Customer, Fivetran will advise Customer in writing, and Customer will promptly reimburse Fivetran for the amounts paid.
6.4 Out-of-pocket Expenses. Fivetran will generally provide the Professional Services remotely, unless agreed in writing by the parties in advance. If Fivetran’s personnel travel at Customer’s request, Customer agrees to reimburse our reasonable, actually-incurred travel and lodging expenses. While on Customer’s premises, Fivetran personnel will adhere to Customer’s reasonable onsite access policies (provided in writing in advance). For the avoidance of doubt, no such policies will be deemed to modify the terms of this Agreement.
6.5 On-Prem Software Usage Calculation. With respect to On-Prem Software, if Customer’s system configuration blocks Fivetran’s ability to determine the monthly amounts owed for Customer’s use of such software, then at Fivetran’s request Customer will provide a monthly report and such other reasonably requested information in order for Fivetran to determine such amounts, including a breakdown of Users, data sources and destinations between Customer-internal usage and PBF usage.
7. TERM, TERMINATION AND SUSPENSION
7.1 Term. This Agreement will commence on the Effective Date and will continue until terminated as set forth below (the “Term”). The initial term of each Order Form will begin on the effective date of such Order Form and will continue for the subscription term set forth therein, provided that if Customer is on a monthly plan (a) such Order Form will continue until such date as the applicable monthly plan is canceled; and (b) after cancellation, Customer may revive its account by recommencing data transfers. If Customer uses any Fivetran Product after the end of the subscription term listed on the Order Form, Customer will be billed in arrears according to the Order Form for any continued usage of such Fivetran Product. Except with respect to monthly plans, each Order Form will renew automatically for successive one-year periods on the then-current Order Form terms and conditions, unless a party provides notice of nonrenewal to the other party at least 60 days prior to expiration of the then-applicable subscription term.
7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice (a) if the other party materially breaches any of the terms or conditions of this Agreement, any other terms or agreements incorporated by reference herein, or the applicable Order Form (including any failure by Customer to pay any amounts when due), and such other party fails to cure such breach within 30 days after receipt of written notice from the non-breaching party describing the breach or immediately if such material breach is incapable of cure; or (b) unless otherwise prohibited by Applicable Law, immediately if a party 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), makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets. Upon any expiration or termination of this Agreement, (i) Customer remains obligated to pay the balance due on Customer’s account accrued prior to expiration or termination, and will be billed for such unpaid Fees, and (ii) Customer shall immediately cease using the applicable Fivetran Products.
7.3 Survival. All sections of this Agreement that by their nature should survive termination will survive termination, including accrued rights to payment, and terms and conditions relating to proprietary rights, technology restrictions, confidentiality, disclaimers, termination, indemnification, limitations of liability and the miscellaneous provisions below.
7.4 Suspension. Without limiting Fivetran’s other remedies (including any termination rights) set forth in this Agreement, Fivetran reserves the right to suspend Customer’s access to or prohibit the use of the Fivetran Products and Professional Services (a) if Fees are 30 days or more overdue, and are not otherwise subject to a good faith dispute pursuant to Section 6.2 (Payment Terms); (b) if Fivetran deems such suspension necessary as a result of Customer’s breach of Section 3.1(c) (Restrictions and Requirements), Section 3.2 (Powered By Fivetran Deployments) or Section 11.11 (Export Compliance; International Trade Laws); (c) if Fivetran reasonably determines suspension is necessary to avoid material harm to Fivetran or its customers, including if the Fivetran Product is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Fivetran’s reasonable control; or (d) as required by Applicable Law or at the request of a governmental entity. Where practicable, Fivetran will provide Customer with prior notice of the suspension so that Customer may seek to resolve the issue and avoid such suspension.
8. WARRANTIES AND DISCLAIMER
8.1 Mutual. Each of Fivetran and Customer warrants that: (a) it has the legal power and authority to enter into this Agreement, the Order Form and any other agreements contemplated hereby, and such agreements constitute a legal, valid and binding obligation of such party when signed by the other party; (b) the person signing or accepting this Agreement, the Order Form and any other such agreements on its behalf is a duly authorized representative of such party with the authority to bind such party to such agreements; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
8.2 Fivetran Warranties. Fivetran warrants that (i) the Fivetran Product will perform materially as described in the Documentation and Fivetran will not materially decrease the overall functionality of the Fivetran Product during the applicable subscription term, and (ii) the Professional Services will be performed in a professional and workmanlike manner consistent with applicable industry standards and substantially in accordance with the Order Form or SOW. ((i) and (ii) collectively, the “Performance Warranty”). Fivetran will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Fivetran fails to do so within a reasonable period of time after receipt of Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Fivetran Product, in which case Fivetran will issue a pro rata refund to Customer for any prepaid subscription fees equal to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of the Performance Warranty in reasonable detail within 30 days after discovering the issue in the Fivetran Product or Professional Services. These procedures are Customer’s exclusive remedies and Fivetran’s sole liability for breach of the Performance Warranty, except that if breach of the Performance Warranty constitutes a material breach of this Agreement, then Customer may terminate this Agreement in accordance with Section 7.2(a) (Termination).
8.3 Trial Products and Pre-commercial Features. From time to time, Customer may have the ability to use a Trial Product or new features on an alpha test, beta test or similar basis (“Pre-commercial Features”). Pre-Commercial Features are optional and will be identified as such so that Customer may decide whether to opt in. Either party may terminate Customer’s use of Trial Products and Pre-Commercial Features at any time for any reason. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRIAL PRODUCTS AND PRE-COMMERCIAL FEATURES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS OR LIABILITIES, AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT THERETO.
8.4 DISCLAIMERS. FIVETRAN DOES NOT WARRANT THAT THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (WARRANTIES AND DISCLAIMER), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIVETRAN PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PROFESSIONAL SERVICES ARE NOT SUBJECT TO ANY UPDATES, MAINTENANCE OR SUPPORT, EXCEPT AS PROVIDED IN THE SOW. NOTWITHSTANDING ANYTHING HEREIN, FIVETRAN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING ANY ON-PREM SOFTWARE BEFORE USING IT IN A LIVE ENVIRONMENT, THE PROTECTION OF ITS DATA AND INFORMATION THROUGH INSTALLATION OF THE MOST RECENT COMPUTER VIRUS DETECTION PROGRAMS, AND THE TIMELY CREATION OF BACK-UP COPIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FIVETRAN DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT ANY ON-PREM SOFTWARE LICENSED WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, AND THE RESULTS OF USING THE ON-PREM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. FIVETRAN SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING FOR LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, IN EACH CASE TO THE EXTENT SUCH DAMAGE RESULTS FROM CUSTOMER’S INSUFFICIENT TESTING OF ANY ON-PREM SOFTWARE PRIOR TO DEPLOYMENT IN A LIVE ENVIRONMENT.
9. INDEMNIFICATION
9.1 By Fivetran. Fivetran will indemnify and defend Customer and its Affiliates (authorized under Section 2.4 (Affiliates)) and its and their respective officers, directors and employees (collectively, “Customer Indemnified Parties”) from and against any damages and costs finally awarded against the Customer Indemnified Parties or agreed to in settlement by Fivetran (including reasonable attorneys’ fees) in connection with any claims, actions and demands brought by a third party (collectively, “Claims”) alleging the Fivetran Product (excluding Customer Data) infringes such third party’s trademark, issued patent, or copyright, or Fivetran misappropriated such third party’s trade secrets in the development of the Fivetran Product (a “Fivetran IP Claim”). The foregoing obligations do not apply with respect to portions or components of the Fivetran Product (a) made in whole or in part in accordance with Customer specifications; (b) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (c) where Customer’s use of the Fivetran Product is not strictly in accordance with this Agreement; or (d) in the case of On-Prem Software, (i) that are modified by or on behalf of Customer after delivery by Fivetran or (ii) where Customer continues the allegedly infringing activity after being notified thereof or after being provided an update that would have avoided the alleged infringement. If the use of the Fivetran Product by Customer has become, or in Fivetran’s opinion is likely to become, the subject of any Fivetran IP Claim, Fivetran shall, at its option and expense (A) replace or modify the Fivetran Product to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Customer a license to continue using the Fivetran Product; or (C) if neither of the foregoing is commercially practicable, terminate this Agreement or the applicable Order Form and provide Customer a pro rata refund of any prepaid Fees equal to the terminated portion of the applicable subscription term.
9.2 By Customer. Customer will indemnify and defend Fivetran and its Affiliates and its and their respective officers, directors and employees (collectively, “Fivetran Indemnified Parties”) from and against any damages and costs finally awarded against the Fivetran Indemnified Parties or agreed to in settlement by Customer (including reasonable attorneys’ fees) in connection with any Claims arising from or related to Customer Data or Required Information or their use with the Fivetran Products or Professional Services, as applicable, provided Fivetran’s use of the Customer Data or Required Information is in accordance with this Agreement.
9.3 Process. If the Customer Indemnified Parties or Fivetran Indemnified Parties (each, an “Indemnified Party”) becomes aware of any Claim it believes it should be indemnified under Section 9.1 (Indemnification - By Fivetran) or Section 9.2 (Indemnification - By Customer), as applicable, the Indemnified Party will give Fivetran or Customer (the “Indemnifying Party”) prompt written notice of such Claim; provided that the failure to do so will not relieve the Indemnifying Party of its indemnification obligations except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby. The Indemnifying Party will have the sole and exclusive authority to defend and/or settle any such Claim; provided that it will not settle or compromise any Claim or make any admission of liability without the Indemnified Party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the Indemnified Party of all related liability. The Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with such defense and settlement of any Claim, and will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing.
10. LIMITATIONS OF LIABILITY
10.1 NO CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN SECTION 10.5 (EXCLUDED LIABILITIES), IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 GENERAL CAP. EXCEPT AS SET FORTH IN SECTION 10.3 (SPECIAL CAP) AND SECTION 10.5 (EXCLUDED LIABILITIES), THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”).
10.3 SPECIAL CAP. THE AGGREGATE, CUMULATIVE LIABILITY OF FIVETRAN (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR A BREACH OF ITS OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY) OR SECTION 5 (SECURITY MEASURES) THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA BY FIVETRAN, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“SPECIAL CAP”).
10.4 NO CUMULATIVE LIABILITY. IN NO EVENT WILL FIVETRAN (OR ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL CAP AND SPECIAL CAP, AND SUCH CAPS WILL NOT BE CUMULATIVE. THE MONETARY CAPS SET FORTH IN THIS SECTION 10 SHALL APPLY, ON AN AGGREGATED BASIS, ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) GOVERNING CUSTOMER’S USE OF THE FIVETRAN PRODUCTS OR PROFESSIONAL SERVICES ENTERED INTO BETWEEN FIVETRAN AND ANY OF CUSTOMER’S AFFILIATES, INCLUDING WITHOUT LIMITATION, AS CONTEMPLATED BY SECTION 2.4 (AFFILIATES).
10.5 EXCLUDED LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 10 (LIMITATIONS OF LIABILITY), LIABILITY IS NOT LIMITED FOR THE FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (B) INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (C) FIVETRAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 (INDEMNIFICATION - BY FIVETRAN) FOR FIVETRAN IP CLAIMS; (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2 (INDEMNIFICATION - BY CUSTOMER); AND (E) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (PAYMENT OF FEES).
INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. MISCELLANEOUS
11.1 No Agency; No Third Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. For the avoidance of doubt, there are no third party beneficiaries under this Agreement.
11.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; upon receipt, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the then current Order Form.
11.3 Marketing Permissions. Fivetran may use and display Customer’s name and logo on Fivetran’s website and marketing materials in connection with identifying Customer as a customer. Subject to Customer’s prior written approval (which shall not be unreasonably withheld), if Fivetran requests, Customer also agrees to participate in a win release, case study, video testimonial, and/or cooperate with Fivetran in presenting at a Fivetran event or speaking to the media.
11.4 Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by Applicable Law, if such modification is not possible, the provision will be severed, and the remainder of this Agreement shall remain in full force and effect.
11.5 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, including acts of God, unusually severe weather, war, invasion, riot or other civil unrest, government laws, orders or embargoes, strikes or lockouts (a “Force Majeure Event”), that party upon giving prompt notice to the other party (including the cause and effect of such failure and the anticipated duration of its inability to perform) shall be excused from such performance during such occurrence for a period equal to the duration of such Force Majeure Event; provided, however, the party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences and cause the cessation of any such event.
11.6 Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its (a) Affiliate or (b) successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party related to this Agreement, unless the successor is a competitor of the other party. Any other purported assignment shall be void.
11.7 Integration; Order of Precedence. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void, even if accepted by Fivetran or executed by the parties after the Effective Date. In the event of a conflict or inconsistency among the following documents, the order of precedence will be: (a) the applicable Order Form(s); (b) the BAA; (c) the DPA; (d) the Software and Service Specific Requirements; (e) the Acceptable Use Policy, (f) this Agreement; and (g) the applicable Documentation.
11.8 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement.
11.9 Governing Law and Jurisdiction; Fees. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.
11.10 Interpretation. For purposes hereof, “including” means “including without limitation”. A reference to a statute or statutory provision shall be a reference to it as amended, extended or re-enacted from time to time, and shall also include all subordinate legislation made from time to time under that statute or statutory provision. Any reference to the requirement for something to be given, received or similar in “writing” or “written” shall include and permit this to be done by e-mail provided such e-mail is sent to an authorized representative of that party. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. The headings used in this Agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
11.11 Export Compliance; International Trade Laws. Fivetran Products may be subject to laws and regulations related to international transactions, including export controls, import controls, and trade sanctions administered or enforced by the United States and other applicable jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of the Fivetran Products, including that Customer will not, export or re-export, directly or indirectly, the Fivetran Products in violation of Applicable Law, permit access to or use of any Fivetran Products in Afghanistan, Belarus, Russia and Venezuela (collectively, “Designated Jurisdictions”) or any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use Fivetran Products in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Customer will not submit to any Fivetran Product any data controlled under the U.S. International Traffic in Arms Regulations. Each party further represents that it (and with respect to Customer, each User and / or Affiliate accessing the Fivetran Product) is (a) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (b) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (c) is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).
11.12 Government Terms. Fivetran Products, Professional Services, and related software and Documentation are “commercial products”, “commercial items”, “commercial computer software” and “commercially available off the shelf items” as defined in FAR 2.101 and other relevant government procurement regulations including agency supplements. This Agreement reflects (a) standard commercial practices for the acquisition of the Fivetran Products and Professional Services and (b) terms and conditions that Fivetran customarily provides to its other customers. This Agreement applies to Customer’s use of the Fivetran Products and Professional Services as consistent with Applicable Law. If these terms fail to meet Customer’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Fivetran Products and/or Professional Services. If this Agreement conflicts with Applicable Law (such as FAR Part 12.212(a)), those terms are deleted and unenforceable as applied to any Order Forms. Fivetran developed the Fivetran Products and Professional Services solely at private expense. All other use is prohibited.
History - archived version
Triage Terms of Use
Version 6.0
Effective December 2nd 2025
DownloadTable of Contents
Triage – Terms of Use
Last Updated: December 2, 2025
These Triage Terms of Use, together with associated documentation and any other document incorporated by reference herein (collectively, this “Agreement”), govern access to and use of the Triage platform (“Triage”) and form a binding legal agreement between Fivetran Inc. (“Fivetran,” “we,” “our,” or “us”) and the individual or entity using Triage (“Customer,” “you,” or “your”). By accessing or using Triage, you represent you are at least eighteen (18) years of age and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and every reference to “Customer,” “you” or “your” hereinafter shall be deemed to refer to such organization.
1. Definitions.
a) “Connected Systems” means various data sources from Customer’s tech stack components designated for use with Triage.
b) “Input” means data, information, or content, including text-based queries, that Customer provides in the course of using Triage. These Inputs may be provided via Third-Party Products.
c) “Output” means any data, information, or content generated by Triage in using Connected Systems and in response to Input provided by Customer, either directly by Triage or via a Third-Party Product.
d) “Third-Party Products” means separate third party products and services (such as third-party APIs or applications) that are made available to Customer by a party other than Fivetran or its subprocessors and that Customer may choose to use with Triage.
e) “Usage Data” means any data, information or operations derived by Fivetran from the use of Triage, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of Triage (e.g., a user’s path through Triage, login frequency, query logs, etc.). For the avoidance of doubt, Usage Data does not include User Content.
f) “User Content” means any data, information, or content submitted, uploaded, or otherwise made available to Triage by you including, but not limited to, Inputs and data retrieved from Customer’s Connected Systems.
2. Triage Platform; Accounts. Triage is a cloud-based artificial intelligence platform that allows Customers to access data from Connected Systems, centralize that data, and use natural-language chat capabilities to search, document, summarize, respond to user Inputs, and build AI-driven insights or applications. By using Triage, you acknowledge and agree that we must receive, process, view, and store User Content in order to provide and maintain Triage. Triage accounts are provided at an organizational level, not a user level. This means that if multiple users from the same organization create an account, those users will be consolidated into a single combined account with multiple users.
3. License; Acceptable Use. Fivetran will provide to Customer, and Customer will have the right to use and access Triage in accordance with this Agreement. Fivetran grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, worldwide license to access and use Triage and any Outputs solely for Customer’s internal business purposes.
Customer shall use Triage and Outputs only in accordance with this Agreement. Customer will not, and will not allow or assist any third party to, directly or indirectly:
a) Violate Law or Rights of Others. Use Triage in any manner that violates applicable law or regulation (including data protection laws), infringes or misappropriates the intellectual property, privacy, or other rights of any third party, or involves fraudulent, deceptive, harmful, or otherwise objectionable activities.
b) High-Risk or Prohibited Uses. Use Triage or Outputs for any high-risk purpose, as defined in the European Union Artificial Intelligence Act (EU AI Act) or comparable legislation, including without limitation: law enforcement; biometric identification; employee or job-applicant screening; credit scoring or lending decisions; medical diagnosis or treatment; or any application where errors, omissions, or failures could reasonably result in personal injury, physical harm, or other significant adverse consequences.
c) Harmful or Interfering Activities. Use Triage in any manner that could cause material harm to Fivetran or its customers, Triage, or any third party, including as a result of: (i) posting, uploading, transmitting, or introducing any viruses, worms, trojan horses, or other harmful or destructive code or features; (ii) probing, scanning, or testing the vulnerability of Triage, or attempting to breach security or authentication measures without express authorization; or (iii) configuring or using Triage to circumvent any restrictions or requirements under this Agreement.
d) Unauthorized Access, Sharing, or Resale. Copy, distribute, resell, sublicense, rent, lease, transfer, or otherwise make Triage or Outputs available to any third party except as expressly permitted by this Agreement.
e) Reverse Engineering or Competitive Activity. Reverse engineer, decompile, disassemble, modify, create derivative works of, derive or attempt to derive the underlying structure, models, algorithms, or source code of Triage; or use Triage or Outputs to develop, train, retrain, fine-tune, test, improve, or benchmark any artificial intelligence, machine learning, or competing product or service; or remove any proprietary notices or labels.
f) Automated or High-Impact Decision-Making Without Oversight. Use Triage or Outputs to make decisions that create legal effects or similarly significant consequences for individuals (including employment, credit, healthcare, insurance, or financial decisions) without appropriate human oversight and review.
g) Misrepresentation of Outputs. Represent, imply, or suggest that any Output has been reviewed, approved, guaranteed, or endorsed by Fivetran unless expressly authorized.
4. Customer Responsibilities. Customer will:
a) be solely responsible for all use of Triage in accordance with this Agreement. For clarity, this includes without limitation, a user’s AI assisted workflows within Triage and any User Content that Customer chooses to process in or through Triage.
b) be solely responsible for the accuracy, content, and legality of User Content provided under this Agreement. Customer represents and warrants that it has obtained all necessary rights, consents, and permissions, to provide any User Content to Fivetran for the operation of Triage and that Customer’s use of Triage, and Fivetran’s processing of User Content, does and will not violate any applicable law or third-party rights.
c) not upload or connect systems containing personal health information (PHI), payment card data governed by the Payment Card Industry Data Security Standard (PCI DSS), government-classified or export-controlled information, or any other data whose processing by a cloud-based AI system would violate applicable law or create undue risk.
d) be solely responsible for the security relating to its environment and configuration of Triage. This includes implementing and managing procedural, technical, and administrative safeguards sufficient to ensure the confidentiality, security, integrity, and privacy of User Content and follow the principle of least privilege when connecting Triage to Customer’s Connected Systems, especially by granting no more than read-only access to data sources. Customer must promptly notify Fivetran of any unauthorized use or security breach involving its account. Fivetran will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of Triage.
5. Third Party Products and Services. Certain Triage features integrate with or rely on Third-Party Products. Customer acknowledges that Third-Party Products are unaffiliated with Fivetran and that the security, availability, and performance of certain Triage features may depend on the security, availability, and performance of such Third-Party Products. Customer is solely responsible for Third-Party Products, including complying with any licenses, terms, or agreements governing such Third-Party Products. Fivetran will have no responsibility or liability for Third-Party Products or for any issues arising from or relating to Customer’s use of Third-Party Products.
6. Ownership of IP and Data
6.1 User Content and Usage Data. Customer retains all rights, title, and interest in and to its User Content. Fivetran shall process User Content and Output solely to provide and maintain Triage and shall not use User Content to train any artificial intelligence or machine learning models. Fivetran may, however, collect Usage Data for purposes of analytics, troubleshooting, support, product improvement and development.
6.2 Outputs, Customer owns and controls the Outputs generated from its User Content and may export or use such Outputs solely for its internal business purposes in accordance with the terms of this Agreement.
6.3 Triage Commitments. We may use Inputs, and the resulting Outputs, to: (i) deliver the requested functionality; (ii) monitor, test, and ensure the proper performance and security of Triage; and (iii) develop and improve Triage and related features.
6.4 Triage Platform; Feedback. Fivetran retains all rights, title, and interest in and to Triage, its software, models, connectors, and infrastructure, any associated documentation, Usage Data, and all related intellectual property. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Triage technology is granted to Customer. If Customer provides any feedback, suggestions, or improvements relating to Triage, Customer grants Fivetran a perpetual, irrevocable, worldwide, royalty-free, fully-paid, and assignable and sublicensable license to use, reproduce, modify, and exploit such feedback for any purpose.
7. Product Improvements and Updates. We reserve the right to make changes to, update, suspend, or discontinue Triage or any of its features at any time upon notice to Customer. Notice may be provided to Customer via email or by posting in Triage.
8. Data Processing; Security
8.1 Personal Data. To the extent User Content includes personal data (as defined under applicable privacy laws), we will process such data in accordance with our Privacy Policy. We may store chat histories to enable Customer to recall prior interactions and enhance functionality of Triage.
8.2 Model Use. Triage relies on AI models provided by OpenAI and Cohere. Documentation regarding the safety, quality, and security of such models can be found through the respective provider. Fivetran endeavors that Triage’s use of models will comply with all applicable laws and regulations. Third party model providers that Triage uses do not: (a) store User Content beyond the period reasonably necessary to provide the applicable services, or (b) train or fine tune any such model on User Content.
8.3 Security. We have implemented commercially reasonable technical and organizational measures designed to secure User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your User Content at your own risk.
9. CONFIDENTIALITY
9.1 Definition of Confidential Information. “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, non-public information relating to a party’s technology, products, services, business plans, pricing, financial and information. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was known to it without restriction prior to disclosure; (b) becomes public through no fault of the Receiving Party; (c) is received from a third party without restriction and without breach of any obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
9.2 Obligations of the Receiving Party. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; and (b) protect such information using at least the same degree of care it uses for its own similar confidential information, but not less than reasonable care. The Receiving Party may disclose Confidential Information only to its and its Affiliates’ employees, contractors, subcontractors, and professional advisors (“Representatives”) who have a need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party is responsible for any breach of this Section by its Representatives. If the Receiving Party is required by applicable law, regulation, or court order to disclose Confidential Information, it may do so only to the extent required and, to the extent legally permitted, will provide the Disclosing Party with advance written notice and reasonably cooperate in seeking protective treatment of the information.
9.3 Return or Destruction. Upon the Disclosing Party’s written request, the Receiving Party will return or destroy all Confidential Information, except for copies retained as required by law or maintained in routine archival or backup systems. Any retained Confidential Information will remain subject to this Section for as long as it qualifies as Confidential Information.
9.4 Equitable Relief. The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party is therefore entitled to seek injunctive and other equitable relief in the event of any actual or threatened breach of this Section.
10. No Warranty; Disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAGE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, SUPPORT OBLIGATIONS, MAINTENANCE COMMITMENTS OR GUARANTEES REGARDING UPTIME, PERFORMANCE, OR RESPONSE TIMES. FIVETRAN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FIVETRAN DOES NOT WARRANT THAT TRIAGE WILL BE UNINTERRUPTED, SECURE, FREE OF HARMFUL COMPONENTS, DEFECTS, OR ERRORS, OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH TRIAGE WILL CREATE ANY WARRANTY.
WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT TRIAGE USES MACHINE LEARNING AND GENERATIVE AI TECHNOLOGIES AND THAT FIVETRAN DOES NOT WARRANT ANY CONTENT IS COMPLETE, ACCURATE OR RELIABLE. FIVETRAN DOES NOT INDEPENDENTLY VERIFY ACCURACY, COMPLETENESS, OR SUITABILITY AND CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE APPROPRIATENESS OF ANY OUTPUT FOR ITS INTENDED USE. FIVETRAN HAS NO OBLIGATION TO PROVIDE UPDATES, FIXES, ASSISTANCE, OR CONTINUED ACCESS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF TRIAGE.
11. Indemnification. Customer will indemnify and defend Fivetran and its affiliates and its and their respective officers, directors and employees from and against any claims, damages, losses, liabilities, costs, and expenses in connection with any claims arising from or related to: (a) your access to or use of Triage, (b) your breach of this Agreement, (c) User Content and your use of Output, (d) your gross negligence or willful misconduct in the performance of your obligations under this Agreement, or (e) any third party’s access to or use of Triage with your username(s), password(s), or other security code(s).
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF TRIAGE, YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
IN NO EVENT WILL WE OR OUR AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING US$100. THE PARTIES AGREE THAT THIS SECTION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Term and Termination.
13.1 Term. This Agreement begins on the date Customer first accesses Triage (“Effective Date”) and remains in effect until terminated as set forth in this Section 13.
13.2 Access Period and Usage Limits. Customer access to Triage will begin on the Effective Date and will continue until Customer reaches applicable usage thresholds or other limits as determined by us in our discretion (the “Access Period”). Customer acknowledges that Triage may be subject to technical, operational, or usage-based limits, or other constraints that Fivetran may modify from time to time. Fivetran will use reasonable efforts to notify Customer if it approaches such limits. Upon reaching any applicable limits, Customer’s access to Triage will expire unless extended by mutual written agreement.
13.3. Fees. During the Access Period, Triage is provided at no charge. Any access beyond the Access Period, or any extension of usage limits, must be agreed upon in writing by the parties. Customer may request extended or additional access by contacting triage@fivetran.com.
13.4 Termination. Customer may terminate this Agreement at any time for any reason upon thirty (30) days written notice, we may suspend or terminate Customer’s access to Triage at any time and for any reason without prior notice. Termination of the Agreement will terminate all access to Triage. Upon termination, Customer shall immediately cease all use of Triage, and Fivetran shall promptly delete all User Content and chat history in accordance with its data retention and deletion practices. Termination shall not relieve either party of obligations that by their nature should survive termination including, but not limited to, ownership of IP and data, confidentiality, disclaimers, indemnification, limitations of liability, term and termination, governing law and venue, and the miscellaneous provisions.
14. Export Compliance; International Trade Laws. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of Triage. Customer will not submit to Triage any data controlled under the U.S. International Traffic in Arms Regulations. Each party further represents that it (and with respect to Customer, each user and / or affiliate accessing Triage) is (a) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (b) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (c) is not owned directly or indirectly by persons who are named on any such list(s).
15. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco or Alameda Counties, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above.
16. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersede all prior or contemporaneous understandings. Customer agrees that we may use Customer’s name and logo to identify Customer as a user of Triage in our marketing materials and on our website. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control. No failure or delay by Fivetran in enforcing any provision of this Agreement shall constitute a waiver thereof. Customer may not assign or transfer this Agreement without Fivetran’s prior written consent. Fivetran may assign this Agreement freely. Notices under this Agreement shall be in writing and may be posted to our website, noticed in the product, or delivered electronically to the registered account email address or to legal@fivetran.com. We may update this Agreement from time to time by providing notice to Customer, including by posting an updated version of the Agreement on the website. You should review this page periodically; any updates will take effect upon notice to Customer and continued use of Triage after such posting constitutes acceptance of the modified Agreement. If you do not agree to any part of this Agreement, do not use or access (or continue to access) Triage.