Exhibit A Knoema Supplemental
Terms Addendum

1. DEFINITIONS.

“Addendum” means this Knoema Supplemental Terms Addendum.


“Authorized User”
means any individual employee, contractor, or third-party agent authorized by Customer to use the Software licensed under the Agreement. The number of Users associated with each Subscription is indicated in the Order(s).


“Customer Data”
means all data provided by Customer to Knoema or collected or accessed by Knoema at the direction of Customer to enable Customer to use the Software from Knoema.


“Data Credit”
means those credits purchased by Customer to pay for the consumption of Datasets. As set forth in an applicable Order, Customer consumes a certain number of Data Credits when Customer is using Datasets, including, but not limited to Knoema Datasets, third party Datasets, and Knoema public data. Data Credits purchased by Customer expire at the end of the Initial Term or an applicable Renewal Term. Customer shall not be entitled to a refund for any unused Data Credits.


“Dataset”
means that set of rows and columns of alphanumeric content structured for use in the Software.


“Documentation”
means all written and electronic information and materials made generally available by Knoema to Customer relating to the access, use, operation or functionality of the Software, including technical and user manuals and operating instructions. The term “Documentation” does not include any third-party content posted to a Knoema Data Hub, content published in user forums hosted or moderated by Knoema, content related to any future functionality, or communications exchanged between Knoema and Customer, unless such communications are specifically identified as Documentation within an applicable Order.


“Software”
means the software-as-a-service offering(s) set forth in an applicable ordering document. “Subscription” means the License as described in an Order.


“Third Party Data”
means data collected, purchased, licensed or otherwise procured by Knoema on Customer’s behalf from third-party data providers.


2. USE OF THE SOFTWARE.

1. License Grant for Software. Knoema grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use and access the Software, applicable Datasets, and Documentation solely for Customer’s own internal business purposes, in accordance with the Documentation (the “License”). Customer agrees to use the Software in accordance with the number of Data Credits purchased by Customer and/or the use levels by which Knoema measures the Software as set forth on an applicable Order. If Customer’s affiliates use the Software, Customer warrants that Customer has the authority to bind those affiliates and Customer agrees to be liable if such affiliates do not comply with the Agreement. Any such use by Customer’s affiliates will count toward the licensing metrics set forth in an applicable Order and will consume Data Credits at the rate(s) set forth in such Order.


2. Authorized Users.
Each Authorized User is required to have a unique username and password that cannot be shared. Customer shall not circumvent, or attempt to circumvent, the requirements for an individual login for each Authorized User, any license requirement, security devices, access logs or other measures provided. Knoema may supply administrator login credentials which enable Customer to assign usernames and passwords to Authorized Users. Customer assumes sole responsibility for use of any such credentials and shall notify Knoema immediately if such credentials are, or are suspected to have been, misappropriated. Customer is responsible for all acts and omissions of Customer’s Authorized Users as if they were Customer’s acts and omissions.


3.Limitations on Use.
By using the Software, Customer agrees not to (a) modify, prepare derivative works of, or reverse engineer, reproduce, translate, de-compile, or disassemble the Software or Documentation; (b) sublicense transfer, lease, rent or otherwise assign Customer’s License to any third party; (c) use the Software or Documentation in violation of applicable laws, or regulations; (d) alter or remove any proprietary rights notices or legends appearing on or in the Software or Documentation; or (e) use the Software service bureau or application service provider for other third parties.


4. Customer Data.
Customer retains all rights to Customer Data. Knoema does not own or license to Customer Data, provided however, Knoema may use, modify, reproduce, and distribute Customer Data in order to provide and operate the Software. Customer warrants that (a) Customer has the right to upload or otherwise share Customer Data with Knoema and (b) Customer’s uploading or processing of Customer Data in the context of the Software does not infringe on any rights of any third party or violate any applicable law or cause Knoema to do the same. Customer and Knoema agree to apply reasonable technical, organizational, and administrative security measures to keep Customer Data protected in accordance with industry standards. Knoema will not view, access or process any Customer Data, except: (x) as authorized or instructed by Customer or Customer’s Users in the Agreement or in any other agreement between the parties, or (y) as required to comply with Knoema’s policies, applicable law, or governmental requests. Customer will have sole responsibility for the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data and Customer’s use of Customer Data with the Software. Customer shall ensure that all Customer Data provided to Knoema will be stripped of any personally identifiable information and/or any protected health information. Knoema may use metadata, technical data and related operations information collected from Customer’s use of the Software for internal use to develop, improve, operate and support its products and services.

5. Changes to the Software. Knoema reserves the right to enhance, upgrade, improve, or modify features of the Software as Knoema deems appropriate and in Knoema’s sole discretion. Knoema may offer additional functionality to the Software or premium feature improvements for an additional cost.


6. Proprietary Rights
. Customer acknowledges and agrees that Knoema or Knoema’s licensors retain all proprietary right, title and interest in the Software, any data or information provided pursuant to the Software, Knoema’s name, logo or other marks (collectively, the “Knoema Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. Customer agrees that Customer will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Knoema Marks or is similar to any of these.


3. FEES.

Customer agrees to pay Knoema the fees (“Fees”) specified in an applicable Order. All Fees must be paid in advance. All Fees are non-refundable. Knoema may distribute temporary license keys to Customer until such time as an applicable invoice is paid in full. Knoema reserves the right to update the price for access to the Software at any time after expiration of Customer’s then-current term. Any price changes will be effective as of Customer’s next billing cycle. In accordance with applicable law, Knoema will notify Customer in a timely manner of any price changes by publishing on Knoema’s website, emailing, quoting, or invoicing Customer. Customer acknowledges and agrees that any failure by Customer to make any timely payment(s) may result in Knoema suspending or restricting Customer’s access to the Software. Customer agrees that any such suspension or restriction shall not be considered a breach of the Agreement. If Knoema restricts or suspends Customer’s access to the Software in accordance with this Section 3, Knoema may require Customer to pay an activation fee prior to resumption of access to the Software. In addition to its other rights and remedies, Knoema may, in its sole discretion, assess finance fees of 1.5% per month (or, if such fees are greater than those permitted by applicable law, the highest finance fees permitted by such law) for any late payments by Customer.


4. TERM AND TERMINATION.

The initial term commitment for the Subscription will be as specified on an Order (“Initial Term”). The term of this Agreement shall commence upon Customer’s acceptance thereof and shall continue until the termination or expiration of the last then-current Order. After the Initial Term, the Subscription set forth on an applicable Order will automatically renew for additional 12-month periods (“Renewal Terms”), unless either Party provides notice of non- renewal at least 30 days before the current term expires. Customer will continue to receive the Subscription for any Renewal Term in exchange for payment of Knoema’s then-current fees. Customer may not terminate an Order for convenience or without cause. If the Agreement or any individual Order is terminated, Customer must (a) immediately discontinue use of all Software subject to the termination, and (b) if applicable, within 30 days after such termination, at Knoema’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 4. All provisions and obligations of the Agreement which by their nature should survive any termination of the Agreement or an applicable Order will survive any such termination, including provisions and obligations with regard to accrued rights to warranty disclaimers and limitations of liability.


5. WARRANTIES.

KNOEMA WARRANTS THAT THE SOFTWARE WILL CONFORM TO THE DOCUMENTATION UNDER NORMAL USE. KNOEMA DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE SOFTWARE IS PERMITTED TO CONTAIN CUSTOMARY LICENSE KEYS, SUCH AS KEYS LIMITING THE NUMBER OF AUTHORIZED USERS IN ACCORDANCE WITH THE APPLICABLE ORDER(S) AND RESTRICTING ACCESS AFTER TERMINATION OR EXPIRATION OF A THEN-CURRENT SUBSCRIPTION TERM. USE OF THE SOFTWARE IS AT YOUR SOLE RISK. KNOEMA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT KNOEMA’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SOFTWARE, OR TO TERMINATE THE NON-CONFORMING SOFTWARE OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE DATE CUSTOMER NOTIFIES KNOEMA OF THE NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KNOEMA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.


6. INDEMNIFICATION.

Knoema shall defend, indemnify and hold Customer and its affiliates and licensors, and each of their respective officers, employees, directors, managers, partners, and agents from and against any third-party claim brought against Customer that Customer’s use of the Software in accordance with the terms herein infringes or misappropriates any patent subsisting, copyright, trademark or trade secret. If any part of the Software become or, in Knoema’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Knoema may, at its sole option: (a) procure for Customer the right to continue using the affected Software, (b) replace or modify the affected Software with functionally equivalent software so that it does not infringe, or, if either (a) or (b) is not commercially feasible, (c) terminate the Subscription and refund the Subscription fee received from Customer for the affected Software less a usage charge based on a 12-month amortization schedule.

Knoema shall have no liability for any third-party claim of infringement based upon: (a) use of other than the then current, unaltered version of the Software, unless the infringing portion is in the then current, unaltered release; or (b) use, operation or combination of the Software with non-Knoema programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination.

 

7. LIMITATIONS OF LIABILITY

1. LIMITATION ON DIRECT DAMAGES. EXCEPT FOR A PARTY’S WILLFUL BREACH OF A MATERIAL TERM OF THE AGREEMENT, A PARTY’S AGGREGATE LIABILITY FOR DAMAGES (DIRECT OR OTHERWISE) CONCERNING PERFORMANCE OR NON-PERFORMANCE IN ANY WAY RELATED TO OR ARISING FROM OR UNDER THE AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PORTION OF THE FEES RECEIVED BY KNOEMA FROM CUSTOMER FOR THE 12-MONTH SUBSCRIPTION PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.


2. INDIRECT DAMAGES DISCLAIMER. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (A) LOSS OF DATA, (B) LOSS OF INCOME, (C) LOSS OF OPPORTUNITY, (D) LOST PROFITS, OR (E) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

8. GENERAL TERMS.

1. Third Party Data and Services. Knoema may provide (a) the ability for Customer to access certain Third Party Data and (b) the capability for Customer to link to or integrate with third party sites or applications separately accessed by Customer and not purchased from Knoema. Knoema is not responsible for and does not endorse such Third Party Data or third party services. Customer has the sole discretion whether to purchase or connect to any third party services. Customer’s use of such Third Party Data and third party services may governed by separate terms established by the provider of such Third Party Data or third party services. Knoema disclaims all warranties, express or implied, and all liability for any Third Party Data and third party services Knoema has sold or made accessible to Customer. By using the Software, Customer hereby acknowledges and agrees to any applicable license terms associated with Third Party Data and third party services. Customer acknowledges and agrees that Knoema shall have no obligation or liability with respect to any Third Party Data or third party services. Customer hereby agrees that each applicable provider of Third Party Data or third party services is intended third-party beneficiary of the Agreement and Customer’s agreement to comply with the terms thereof. In the event of a conflict between the terms and conditions of a Third Party Data provider or third party service provider’s terms and the Agreement, the Agreement shall control.


2. Open Source Software. The Software may contain open source software (“OSS”) licensed under such OSS’s applicable license terms and not the Agreement.


3. Export Restrictions. Export laws and regulations of the United States and any other applicable jurisdictions apply to the Software. Customer agrees that such applicable export control laws govern Customer’s use of the Software and agrees to comply with all such applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information or Software will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical or biological weapons proliferation, or development of missile technology. Customer represents and warrants that Customer is not: (a) located in a country that is subject to a U.S. Government embargo (e.g., an embargoed country as designated by the Office of Foreign Asset Control of the U.S. Treasury Department), or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties (e.g., the prohibited persons list maintained by the Bureau of Industry and Security of the U.S. Department of Commerce).


4. Assignment. Knoema may assign the Agreement and any of its rights or obligations hereunder to its affiliates or in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, reorganization, or change in control or similar transaction.


5. Order of Precedence. Notwithstanding anything to the contrary contained in the Agreement, any conflict or inconsistency among or between the terms and conditions of an Order, this Addendum, or the Agreement shall be resolved according to the following order of precedence: (a) an executed Order, (b) this Addendum, and (c) the Agreement.