“**Agreement**” means this Subscription Services Agreement, together with the Data Processing Addendum attached as Exhibit A.

**“Customer Application Data”** means data input into the Subscription Services by you and your Authorized Users.  Customer Application Data includes the log-in credentials for each Authorized User and queries submitted by your Authorized Users.

“**Customer Business Data**” means the data on your external databases that you and your Authorized Users retrieve or access in the course of using the Subscription Services.

“**Customer Data**” means, collectively, the Customer Application Data, the Customer Business Data and the Customer Metadata.

**“Customer Metadata”** means data that describes the Customer Data.  Customer Metadata may include data such as the number of datasets in a database, the average data size of a dataset, what database software a user connects to or Metabase-generated descriptions of a given dataset.

“**Order**” means the order schedule presented to you at the time you purchase your initial subscription to the Subscription Services or the payment confirmation furnished to you at the time of each renewal, as applicable.

“**Subscription Services**” means Metabase’s cloud-based business intelligence and analytics platform as specified in an Order.

**2.1 Subscription Services**.  Subject to your compliance with the terms and conditions of this Agreement, during the Subscription Term (as defined below): (i) Metabase will: provide you with Subscription Services, and you may access and use the Subscription Services solely for your internal business purposes within the usage limits specified in the applicable Order; and (ii) Metabase will provide the support services applicable to the service tier that you have subscribed to, in accordance with Metabase’s policies from time to time.

**2.2 Authorized Users**.  The Subscription Services may only be accessed and used by your employees and independent contractors, who may only access and use the Subscription Services for the sole purpose of performing their job functions or services (as applicable) for you (“**Authorized Users**”), and only up to the number of Authorized Users specified in the applicable Order.  The log-in credentials for each Authorized User are for a single individual only and cannot be shared or used by more than 1 person.  You are responsible for all actions taken under an Authorized User’s account, whether or not such action was taken or authorized by the Authorized User.

**2.3 Restrictions**.  You, on behalf of yourself and your Authorized Users, agree not to: (1) copy, modify, alter, decompile or reverse engineer the Subscription Services (including the source code, object code, and underlying structure and algorithms thereof); (2) resell or otherwise make the Subscription Services available to any third party; (3) use the Subscription Services either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services); (5) deactivate, impair, or circumvent any security or authentication measures of the Subscription Services; (6) use the Subscription Services or its output to train, calibrate, or validate, in whole or in part any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes; or (7) permit any third parties to do any of the above.  You are responsible for the use of the Subscription Services by your Authorized Users, and their compliance with this Agreement.

**3.1 Customer Data**.  As between you and Metabase, you own all worldwide right, title and interest in and to all Customer Data.  You grant to Metabase a non-exclusive license to access and use the Customer Data to provide the Subscription Services to you and your Authorized Users.  In addition, you grant to Metabase a non-exclusive license to access and use the Customer Application Data and Customer Metadata (but not the Customer Business Data) to develop and improve Metabase’s products and services (including the Subscription Services) as set forth in more detail in the Metabase Privacy Policy at: metabase.com/hosting/privacy_policy. You acknowledge and agree that your use of the Subscription Services is subject to Metabase’s Privacy Policy.  You are solely responsible for the content of all Customer Data.  You represent and warrant that (1) you have, and will continue to have, during the term of this Agreement, all necessary rights, authority and licenses for the access to and use of the Customer Data as contemplated by this Agreement and the software and systems on or through which you have requested us to provide services; and (2) Metabase’s use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between you and any third party.  The Data Processing Addendum set forth in Exhibit A is hereby incorporated herein by reference.

**3.2 Security; Backup**.  Metabase will maintain (and will require its third party service providers to maintain) reasonable administrative, physical and technical safeguards intended to protect the Customer Data against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards.  Metabase will follow its standard archival procedures for Customer Data.  In the event of any loss or corruption of Customer Data, Metabase will use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Metabase.  Metabase will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by you or by any Authorized User or third party.  METABASE’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.2 WILL CONSTITUTE METABASE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SUBSCRIPTION SERVICES.

**4.1 Subscription Fees**.  You will pay the fees and charges stated in the Order (“**Subscription Fees**”) for use of the Subscription Services.  The base Subscription Fee for each Subscription Term will be specified in the Order (“**Base Subscription Fee**”) and is payable and charged at the beginning of each Subscription Term.

**4.2 Verification; True-Up**.  If specified in the Order, Subscription Fees will be calculated based on units of use of the Subscription Services such as number of users or amount of data processed (each, a “**Unit**”).  Where applicable, the Base Subscription Fee includes the number of Units specified in the Order for each Subscription Term.  Metabase may create and maintain logs reflecting usage of the Subscription Services under your account.  Metabase may access and review such logs from time to time to verify your compliance with applicable usage limitations and other terms of this Agreement, and Metabase may use such logs to prevent or limit unauthorized use of the Subscription Services.  Without limiting any of Metabase’s other rights or remedies, if your actual usage of the Subscription Services exceeds the Units covered by the Base Subscription Fee prepaid by you for a Subscription Term, Metabase will charge you for the difference between the Units covered by the Base Subscription Fee and the number of Units actually used by you during that Subscription Term (“**Additional Units Fee**”).

**4.3 Payment Terms**. If you have provided us with credit card details, we will charge that credit card: (i) at the start of each Subscription Term, for the Base Subscription Fee; and (ii) within thirty (30) days of our invoice for any Additional Units Fee payable by you (if any).  We will issue a payment confirmation to you with respect to any charges we have made to your credit card.  If we issue an invoice to you, all invoices are payable as specified in the Payment Terms section of the Order (or if not so specified, within thirty (30) days of receipt).  All amounts are stated and shall be paid in US dollars and are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “**Taxes**”).  You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to us, other than any taxes based on Metabase’s net income.  All past due amounts will incur interest at a rate of 1% per month or the maximum rate permitted by law, whichever is less.  Except as expressly set forth in this Agreement, all payments, once paid, are non-refundable.

**5.1 Subscription Term**.  This Agreement will commence on the date you accept it and, unless terminated earlier by either party in accordance with the terms of this Agreement, will continue for the initial subscription term specified in the Order.  At the end of such initial subscription term and each renewal subscription term thereafter, subject always to timely payment of the Subscription Fees, this Agreement will automatically renew for additional renewal subscription terms having the duration specified in the Order (or if no renewal term length is stated in the Order, having the same duration as the Initial Subscription Term), unless either party provides 15 days’ prior written notice of non-renewal.  Such initial subscription term and each renewal subscription term are each individually referred to herein as a “**Subscription Term**.”

**5.2 Termination for Breach**.  Each party will have the right to terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 10 days after written notice thereof.  If you terminate this Agreement for breach, Metabase will refund the unused portion of the Subscription Fees that you had paid for the Subscription Services for the remainder of the then-current Subscription Term (if any).

**5.3 Additional Remedies**.  Without limiting other available remedies, Metabase reserves the right to suspend or disable your and your Authorized Users’ access to the Subscription Services if any undisputed amounts payable under this Agreement more than 30 days past due.  Metabase also reserves the right to suspend or disable access to the Subscription Services if Metabase determines (in its discretion) that: (1) your or any Authorized User’s use of the Subscription Services disrupts, harms, or poses a security risk, or may cause harm, in each case to Metabase, the Subscription Services or any third party; or (2) you or any Authorized User has used, or is using, the Subscription Services in breach of this Agreement.

**5.4 Effect of Termination**.  Upon any expiration or termination of this Agreement, your (and your Authorized Users’) right to access and use the Subscription Services will automatically terminate, except that the Authorized Users will be permitted to access the Subscription Services for 30 days following termination solely to download any Customer Data stored thereon.  Metabase will have no liability for any costs, losses, damages, or liabilities arising out of or related to Metabase’ exercise of its termination rights under this Agreement.  Any payment obligations as of the expiration or termination will remain in effect.  The obligations and provisions of Sections 2.3, 3, 4, 5.4 and Sections 6 through 12 (inclusive) will survive any expiration or termination of this Agreement.

**7.1 Metabase IP**.  As between Metabase and you, Metabase owns all worldwide right, title and interest in and to the Subscription Services and the Usage Data, including all Intellectual Property Rights therein.  For purposes of this Agreement, “**Intellectual Property Rights**” means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.

**7.2 Feedback**.  If you provide any ideas, suggestions, or recommendations regarding the Subscription Services (“**Feedback**”), Metabase will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.  By providing Feedback, you grant to Metabase a worldwide, perpetual, irrevocable, fully-paid, royalty-free, nonexclusive license to use and exploit in any manner such Feedback.

**7.3 Usage Data**.  You acknowledge and agree that Metabase may generate de-identified data with respect to the use and performance of the Subscription Services and may retain and use such de-identified usage and performance data for its internal business purposes, such as developing and improving Metabase’s products and services (including the Subscription Services).