Mattermost Cloud Edition Beta License Agreement

Effective Date: November 4th, 2020

IMPORTANT – READ CAREFULLY. THIS MATTERMOST, INC. CLOUD EDITION BETA LICENSE AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERN RELATIONSHIP BETWEEN YOU (“LICENSEE” OR “YOU”) AND MATTERMOST, INC. (“MATTERMOST”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO THE MATTERMOST CLOUD EDITION PRODUCT IN BETA RELEASE (THE “BETA PRODUCT”) HOSTED BY MATTERMOST OR ITS OUTSOURCED PROVIDER. IN ADDITION, THIS AGREEMENT INCLUDES AND INCORPORATES BY REFERENCE THE TERMS AND CONDITIONS OF THE MATTERMOST, INC. CLOUD SOFTWARE AND SERVICES LICENSE AGREEMENT REFERENCED IN SECTION 1.2 OF THIS AGREEMENT. ALL REFERENCES IN THIS AGREEMENT TO THE “SALE” OR “PURCHASE” (OR OTHER SIMILAR TERMS) OF ANY SUBSCRIPTION OR PRODUCT SHALL MEAN THE SALE OR PURCHASE OF A LICENSE TO SUCH PRODUCT. TERMS NOT OTHERWISE DEFINED IN THE TEXT OF THIS AGREEMENT SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN EXHIBIT A.

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, AND/OR IF YOU DO NOT EITHER (A) ACCEPT THE TERMS OF THE MATTERMOST, INC. CLOUD SOFTWARE AND SERVICES LICENSE AGREEMENT REFERENCED IN SECTION 1.2 OF THIS AGREEMENT OR (B) ENTER INTO A SEPARATELY NEGOTIATED AGREEMENT WITH MATTERMOST (IN EITHER CASE, SHOULD YOU RETAIN YOUR SUBSCRIPTION AFTER DECEMBER 02, 2020) THEN YOU SHOULD CLICK ON CANCEL AT THE BOTTOM OF THIS PAGE AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE BETA PRODUCT. DO NOT CLICK “I ACCEPT” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “I ACCEPT”, YOU WILL BE GRANTED ACCESS TO THE BETA PRODUCT, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY (THE “EFFECTIVE DATE”).

General Terms and Conditions

1. Beta Product; Delivery; Support; Licensee Consideration.

1.1 Beta Product. Mattermost has developed the Beta Product. You desire to test the Beta Product prior to its general release by Mattermost.

1.2. Subscription Term; Automatic Roll to General Release. The Beta Product is licensed pursuant to Subscriptions. Subscriptions to the Beta Product will, unless earlier terminated, start on the day You sign up for the Beta Product Subscription and terminate at the end of December 02, 2020 (Pacific time). Unless you earlier terminate this Agreement, as of the beginning of December 03, 2020 (Pacific time), Your subscription will be automatically rolled to a non-beta, general release version of the Product Materials. Going forward from such time, and until such time as you cancel your Subscription, unless you have entered into a separately negotiated agreement with Mattermost, your Subscription will be goverened by the terms of the Mattermost, Inc. Cloud Software and Services License Agreement.

1.3 Electronic Delivery. The Product Materials licensed by Licensee pursuant to this Agreement will be delivered electronically to Licensee by giving Licensee access to such Beta Product.

1.4 Support. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Mattermost will use commercially reasonable efforts to provide support to Licensee for the Beta Product.

1.5 Licensee Consideration. In partial consideration for receiving access to the Beta Product, Licensee agrees to notify Mattermost of all problems identified or encountered with the Beta Product by Licensee and all ideas for enhancements which come to Licensee’s attention during the term of this Agreement, as well as any other suggestions, ideas, enhancement requests, feedback, code, recommendations or other information provided (all collectively, “Feedback”). Mattermost may contact Licensee and Licensee agrees to make available a reasonable amount of time to discuss the Beta Product with Mattermost if so requested.

2. Ownership of Intellectual Property; License Grants; Restrictions.

2.1 Ownership by Mattermost. The Product Materials contain proprietary and confidential information of Mattermost and its licensors. Except to the extent licenses are expressly granted hereunder, Mattermost and its licensors retain all right, title and interest in and to all patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to the Product Materials. Mattermost retains all right, title and interest in and to any work product created by Mattermost in the course of providing Product Materials, Service or Support under this Agreement. In addition, any additional system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Mattermost’s website are protected under applicable copyrights, trademarks and other proprietary rights. The use, copying, redistribution, use or publication by Licensee of any such parts of the website, Product Materials or the Services, except as expressly authorized by this Agreement, is prohibited.

2.2 Ownership by Licensee. Licensee retains all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Licensee Data. Licensee represents and warrants that Licensee owns all Licensee Data or Licensee has all rights that are necessary to grant Mattermost the licensed rights in Licensee Data under this Agreement. Licensee also represents and warrants that neither Licensee Data, nor the inclusion of Licensee Data in the Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, including without limitation any Applicable Privacy Law.

2.3 Feedback. Mattermost retains all right, title and interest in and to any Feedback, all of which are hereby assigned to Mattermost. For purposes of clarity, Mattermost shall have the perpetual, irrevocable, royalty-free, worldwide right to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit any and all Feedback without restriction.

2.4 License Grant. Subject to and in consideration of Licensee’s compliance with the terms and conditions of this Agreement, Mattermost hereby grants to the Licensee, solely during the Term of this Agreement, a royalty-free, limited, non-exclusive, non-transferable (except as otherwise expressly set forth in this Agreement) and non-sublicensable license to: (i) access and allow its Registered Users to use the Services via the Internet address provided to Licensee by Mattermost solely for purposes of internal testing and evaluation; and (2) use the Documentation, training materials or other materials supplied by Mattermost to enable such use. Despite the foregoing, Mattermost does not seek to restrict, or receive compensation for, the act of copying or redistributing code which is licensed under a Public Software License. To the extent the terms of the licenses applicable to third party Public Software License require Licensor to make an offer to provide source code or related information in connection with the Public Software License, such offer is hereby made. Any request for source code or related information should be directed only  to: [email protected].

2.5 License Restrictions: General. Licensee (and its Registered Authorized Users) shall not remove, alter or obscure any of Mattermost’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Mattermost’s (or its licensors’) ownership or contribution from the Product Materials. Licensee further agrees that it (and its Registered Authorized Users) will not without express written permission of Mattermost: (a) reverse compile, disassemble, decompile or engineer, copy, modify or adapt the whole or any part of the Product Materials; (b) make the Product Materials or Services available to, or use the Product Materials or Services for the benefit of, anyone other than Licensee or Licensee’s customers; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Product Materials or Services, or include any Product Materials or Services in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Product Material or Services in a way that circumvents a contractual usage limit; (e) copy the Product Materials or Services or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement; (f) frame or mirror any part of the Services, other than framing on Licensee’s own intranets or otherwise for its own internal business purpose; or (g) access or use any Product Materials or Services in order to build a competitive product or service.

2.6 License Restrictions: Cloud Infrastructure. Licensee further shall not, and shall not allow or enable any Authorized User or other person to: (a) access the Services for or upload to the Cloud Infrastructure anything unlawful, misleading, malicious or discriminatory; (b) work around any technical limitations in the Cloud Infrastructure, use any tool to enable features or functionality that are otherwise disabled in the Cloud Infrastructure; (c) perform or attempt to perform any actions that would interfere with the proper working of the Cloud Infrastructure, prevent access to or use of the Cloud Infrastructure by Mattermost’s other licensees or customers (including but not limited to any form of dedicated denial-of-service scheme or over-burdening a targeted server with ping requests); (d) upload or transmit to the Cloud Infrastructure any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Cloud Infrastructure; or (e) access or attempt to access any accounts or data on the Cloud Infrastructure, other than those explicitly belonging to Licensee or provided by Mattermost for Licensee’s Use.

2.7 Licensee Grant by Licensee. Licensee hereby grants to Mattermost a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, and perform Licensee Data as reasonably required to operate and provide the Services.

3. Control of the Services; Storage and Backups

3.1 Control of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Mattermost. Mattermost will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable law. Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services. Beta Product Subscriptions will be hosted on a multi-tenant platform.

3.2 Maintenance of the Cloud Infrastructure. Mattermost may schedule maintenance activities from time to time. Regular maintenance activities will be scheduled outside Mattermost’s normal business hours, and customers will be provided notice of such maintenance activities, according to Mattermost’s Cloud Edition Service Level Agreement posted on Mattermost’s website. Mattermost will provide advance notice of any other maintenance activities that may interrupt Services, unless it is not reasonably able to do so.

3.3 Storage and Backups. Licensee agrees not to exceed the allotment of data storage space paid for by Licensee, and Licensee further acknowledges that exceeding such allotment could cause Service disruption. Mattermost regularly backs up the database used in conjunction with the Services, but is under no obligation to do so. Data restoration from backups may be offered at Mattermost’s then-current published rates per incident. If Mattermost backs up data, Mattermost will make a commercially reasonable effort to assist in restoring lost data; however, Mattermost does not guarantee that every backup will complete without error, that it will be able to restore any specific data, or that it will retain any backup for longer than seven days. Despite any of the foregoing or any other provision of this Agreement, Customer understands and agrees that Mattermost is unable to recover, and shall have no liability for, data that was deleted due to Customer-specified data retention policies set within the System Console of the Beta Product.

4. No Warranty; Disclaimers.

4.1 Licensee understands and agrees that the Beta Product is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Licensee further understands and agrees that the Beta Product, documentation, and any updates may contain errors and are provided for limited evaluation only. The Beta Product may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. The entire risk arising out of the use or performance of the Beta Product remains with Licensee.

4.2 Licensee acknowledges that Mattermost has not publicly announced the availability of the Beta Product, that Mattermost has not promised or guaranteed to Licensee that such Beta Product will be announced or made available to anyone in the future, that Mattermost has no express or implied obligation to Licensee to announce or introduce the Beta Product, and that Mattermost may not introduce a product similar or compatible with the Beta Product. Further, the Beta Product may contain features, functionality or modules that will not be included in the production version of the Beta Product, if released, or that will be marketed separately for additional fees.

4.3 THE BETA PRODUCT, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND MATTERMOST HEREBY DISCLAIMS ALL EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MATTERMOST DOES NOT WARRANT THAT THE PRODUCT MATERIALS PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH PRODUCT MATERIALS WILL SUCCEED IN RESOLVING ANY PROBLEM.

5. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MATTERMOST BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM THE USE OF THE BETA PRODUCT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL MATTERMOST’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SOFTWARE UNDER THIS AGREEMENT OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

6. Indemnity. Licensee will defend and indemnify Mattermost from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or relating to (1)  the intellectual property rights or privacy rights in any of the Licensee Data; and (2) any loss, misuse, or disclosure of Licensee Data not the result of Mattermost’s misconduct or gross negligence and (3) access, use or misuse of the Beta Product, or any act or omission by Licensee or its Authorized Users in violation of this Agreement.

7. Confidentiality.

7.1 Confidentiality Agreement. Each of the parties hereto undertakes to the other to keep confidential and not disclose to any third party all Confidential Information concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of this Agreement. At a minimum, the Receiving Party agrees to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. Confidential Information shall mean any information which, by its nature or circumstances of disclosure, would reasonably be presumed to be confidential. Despite the foregoing, the Product Materials, and each party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such party’s Confidential Information. Further, despite any other provision to the contrary, neither party may disclose the specific terms of this Agreement, except as required by law.

7.2 Exceptions: Required Disclosures. Despite all of the foregoing, Confidential Information will not include any information which: (a) is already lawfully in the receiving party’s possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is disclosed by the receiving party with the disclosing party’s approval; or (e) is independently developed by the receiving party without any use of Confidential Information of the disclosing party. In the event that the receiving party is required by law to make any disclosure of any of the Confidential Information of the disclosing party, by subpoena, judicial or administrative order or otherwise, the receiving party shall first give written notice of such requirement to the disclosing party, and shall permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the disclosing party in seeking to obtain such protection.

7.3 Collection of Certain Data; Anonymized Use for Analytics. Despite anything to the contrary in this Agreement, Mattermost shall have the right to collect and analyze Licensee Data and other information relating to the provision, use and performance of various aspects of the Beta Product and Services and related systems and technologies (including, without limitation, information concerning Licensee’s use of the Beta Product and Services and data derived therefrom), and Mattermost will be free to (i) use such information and data for the purpose of analytics and to improve and enhance the Beta Product and Services and for other development, diagnostic and corrective purposes in connection with any other Mattermost Product and/or Services and other Mattermost offerings, and (ii) disclose such data in connection with its business, solely in an anonymized form from which neither Licensee nor any Authorized User can be identified, to otherwise improve Mattermost’s products and services.

7.4 Injunctive Relief. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the disclosing party’s remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).

7.5 Destruction or Return of Information. Upon expiration or termination of this Agreement for any reason, the receiving party will destroy (or at the request of the disclosing party, return) all copies of all Confidential Information of the disclosing party in its possession or under its control. Despite the foregoing, the receiving party (a) shall not be required to return or destroy copies of the disclosing party’s Confidential Information from its disaster recovery and/or business continuity databases, where doing so would be commercially impracticable, and (b) may retain a single archive copy of the Confidential Information to the extent required to comply with applicable legal and regulatory requirements, provided that in either case the receiving party maintains the Confidential Information in compliance with the terms of this Agreement until destroyed, which shall occur as soon as reasonably practicable.

8. Term and Termination.

8.1 This Agreement shall, unless earlier terminated, continue until the end of December 02, 2020.

8.2 This Agreement, and any license granted thereby, may be terminated: (a) immediately by either party if the other party commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 10 days of a written request to remedy the same; or (b) By Mattermost at any time.

8.3 Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination, upon Licensee’s request, and provided that Licensee has met all of its financial and other obligations under this Agreement, Mattermost will furnish Licensee with an electronic copy of the Licensee Data, in a form to be determined by Mattermost. Mattermost will remove the Licensee Data from the Cloud Infrastructure upon Licensee’s notice to Mattermost that Licensee has received such data in good condition, or sixty (60) days following termination of this Agreement, whichever comes first.

8.4 Those provisions, which by their nature survive termination, shall continue after termination or expiration of this Agreement. Those provisions include, but are not necessarily limited to: Sections 2.1 – 2.3, 4-7, 8.4, 9 and 12, all associated definitions and all accrued rights to payment (if any).

8.5. Termination is not an exclusive remedy for breach of this Agreement by either party. All other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this Agreement for breach by the other party.

9. Import and Export Regulations. The Beta Product and all updates are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Beta Product or any update to any Prohibited Entity, and Licensee affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).

10. Privacy and Security.

10.1 Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national, and international laws and regulations in connection with providing and using the Services, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all Applicable Privacy Laws. Mattermost will abide by its privacy policy, and in addition will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to (a) ensure the security and confidentiality of personal data.

10.2 Licensee Responsibilities. Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and to maintain the accuracy of such information during the Use of the Beta Product and Services. Licensee shall require Authorized Users to maintain proper password security, and for maintaining the confidentiality of Licensee’s account. Without limiting any other responsibilities Licensee has under this Agreement, Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User, and of any other individuals to Licensee has given access to the Services.

11. Force Majeure. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority.

12. Miscellaneous.

12.1 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

12.2 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to this Agreement (or such other address as to which the other party has been notified).

12.3. Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

12.4 Successors. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.

12.5 Assignment and Sublicensing. Licensee shall not assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of Mattermost.

12.6 Headings. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

12.7 Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for any dispute, claim or controversy arising out of or relating to this Agreement shall be in the courts of San Mateo County, California.

12.8 Third Party Rights. This Agreement does not, and is not intended to, confer any benefit on, nor create any right exercisable or enforceable by, any third party.

12.9 Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

12.10 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

12.11 Amendments. This Agreement may be modified, replaced or rescinded only in writing, and signed by a duly authorized representative of each party.

12.12 U.S. Government Rights. Mattermost does not develop any technical data or computer software pursuant to this Agreement. In addition, the Beta Product and Services are commercial products that were developed at private expense by Mattermost. The Beta Product and Documentation are “commercial items” as that term is defined at FAR 2.101. If Customer or a Registered Authorized User is a U.S. Federal Government (Government) Executive Agency (as defined in FAR 2.101), Mattermost provides the Beta Product and Documentation, including any related software, technology, technical data, and/or professional services, in accordance with this Section. If acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software),  only those rights in technical data and software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, except under any GSA schedule contract, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with Mattermost to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective.  This U.S. Government Rights clause in this Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement.

12.13 Entire Agreement. This Agreement, including all attachments, schedules, exhibits and all applicable license agreements, and, to the extent you maintain your Subscription after December 02, 2020, then in addition the terms and conditions of the Mattermost, Inc. Cloud Software and Services License Agreement referenced in Section 1.2, constitutes the complete and exclusive understanding of the parties, and supersedes all prior and contemporaneous sales proposals, negotiations and agreements, all terms and conditions included as part of purchase orders and all other representations or communications, whether oral or written, with respect to the subject matter hereof. The parties agree that any additional or different terms and conditions contained on, referenced by or incorporated into licensee purchase order are expressly rejected and shall not be considered an amendment to this Agreement.

Exhibit A

Certain Definitions

“Applicable Privacy Laws” means, in relation to any personal information that is processed in the provision of the Services, the applicable legislation on the protection of identifiable individuals, including where applicable the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), the Health Information Portability and Accountability Act of 1996 and the rules promulgated thereunder (“HIPAA”), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.

“Cloud Infrastructure” means the Beta Product, and the computing, storage, networking, and other hardware and software infrastructure used in providing the Services in the Beta Product.

“Delivery” means the availability of the Product Materials by Mattermost to the Licensee via electronic or other means, without regard to when Licensee actually installs or uses such Product Materials.

“Documentation” means the instruction manuals, user guides, training materials or other materials and information made available to Licensee from time to time by Mattermost, in either printed or electronic form.

“Licensee Data” means all information, content and data provided by or on behalf of Licensee and made available or otherwise distributed through use of the Beta Product and

“Product Materials” means the Beta Product and the Documentation.

“Public Software License” means any license that provides for free software, open source software, or similar licensing model, including but not limited to the GNU Lesser/Library GPL (LGPL), the MIT license, the Apache license, the BSD License and other similar licenses. A list of components licensed under Public Software licenses and included in the Beta Product can be viewed at https://about.mattermost.com/components/.

“Registered Authorized User” means any employee, agent, supplier or contractor of Licensee who activates a validly assigned license key on the Beta Product. Each Registered Authorized User must use a unique identity to access and use the Beta Product unless otherwise licensed, and may access the services only to the extent licensed by Licensee. Mattermost shall have the right in its sole discretion to approve or disallow any Registered Authorized User.

“Services” means Beta Product and related services accessed by Registered Authorized Users, in a manner consistent with Mattermost’s published Documentation and this Agreement.

“Subscription” means licenses to the Product Materials and Support Services. A Subscription includes access to currently supported versions of the Beta Product for the term of the Subscription.

“Support” shall mean those terms set forth at https://about.mattermost.com/support/.

“Use” shall mean the legal use by Licensee of the Product Materials and/or Services in accordance with the terms and condition of this Agreement to manage internal corporate communications.