BY CHECKING THE ACCEPTANCE BOX OR OTHERWISE USING THE SERVICE (AS DEFINED BELOW), YOU ACCEPT THE TERMS OF THIS AGREEMENT (THIS “AGREEMENT”), WHICH IS BINDING AND ENFORCEABLE AS IF PHYSICALLY SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “ACCEPT” OR USE THE SERVICE. IF YOU ARE USING THE SERVICE AS AN EMPLOYEE OR OTHER AUTHORIZED AGENT OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND THE COMPANY OR OTHER ENTITY HEREUNDER TO YOUR OBLIGATIONS.

 

SCOPE OF SERVICES

1. License to Access. Bluebird Data LLC, as a managed service provider (“MSP”), grants You a limited, non-transferable, non-sublicensable, non-assignable and non-exclusive license to access and use Bluebird Alteryx Designer Experience (“BLADE”) for the Term for Your internal business purposes, subject to the terms and conditions of this Agreement.
2. Services Provided. As part of Your license to BLADE, MSP will provide the following services (collectively, with BLADE, the “Service”):
   1. Assist with the set up and management of one (1) environment to access Alteryx Designer via AWS Appstream 2.0 (or any successor service, “AppStream”).
   2. Provide user account management for the number of seats purchased by the entity by which You are employed or engaged.
   3. Provide technical support for AppStream-related issues as outlined in the SLA (as defined below).
3. Additional Services. Any additional services to be provided by MSP will be agreed upon and set forth in a signed amendment to this Agreement.
4. Third-Party Licenses Required.
   1. You acknowledge and agree that the use of the Service requires You to create and maintain an account with Appstream during the Term, the terms and conditions of which are separately agreed upon by You and Amazon Web Services, Inc. (or its affiliate). If, at any time, You do not maintain an account with Appstream, You will be unable to benefit from the Service. MSP expressly disclaims all liability related to Your agreement with Amazon Web Services, Inc. and the use of Appstream.
   2. You acknowledge and agree that use of the Service requires You to separately purchase and maintain a license to Alteryx Designer during the Term, the terms and conditions of which are separately agreed upon by You and Alteryx, Inc. (or its affiliate). If, at any time, You do not maintain a license to Alteryx Designer that is specifically assigned to You, You will be unable to benefit from the Service. MSP expressly disclaims all liability related to Your agreement with Alteryx, Inc. and the use of Alteryx Designer.
   3. You acknowledge and agree that, in the event other third-party software or systems are connected to BLADE by You, You are solely responsible for the use, obligations and liability associated with such third-party software or systems.
5. Trial License. If You are accessing BLADE during a live demonstration, training or on a similar unpaid, trial basis, You acknowledge and agree that (i) You will access BLADE solely for the intended purpose for the designated time period and not for production purposes; (ii) You will not have access to upload or process Your own data during such use; (iii) You have no right to continued use of BLADE following the completion of the intended purpose; and (iv) MSP has no liability to You during such use.

SERVICE LEVEL AGREEMENT (“SLA”) 

1. MSP is responsible solely for providing access to BLADE, which will provide access to Alteryx Designer via Appstream. MSP commits to maintaining the response times below with respect to BLADE. Resolution of a reported issue can be complex and MSP will use commercially reasonable efforts to resolve reported issues within seventy-two (72) business hours. Business hours are based on Eastern Time.
   1. High Priority Issues (e.g., system outages): Response within 1 business hour.
   2. Medium Priority Issues (e.g., degraded performance): Response within 4 business hours.
   3. Low Priority Issues (e.g., non-urgent user requests): Response within 24 business hours.
2. You acknowledge and agree that service level agreements with respect to any third-party software used in connection with the Service, including access to and use of Appstream and Alteryx Designer, are subject to the terms and conditions agreed upon with the providers of those products and services. MSP may provide guidance or support in resolving issues related to third-party software but is not responsible for resolution of such issues.

PAYMENT TERMS 

1. For access to and use of the Service, You will pay MSP a monthly fee per authorized user, payable on the first of each month. This monthly fee is set forth in Your order form or other authorized order documentation between You and MSP. Any additional charges for out-of-scope work or for exceeding the agreed-upon user limit will be invoiced separately. Payments are due within 30 days of receipt of the invoice. You are responsible for any sales tax or value added tax payable with respect to the Service.

TERM AND TERMINATION 

1. Term. Unless otherwise set forth in an order form between You (or your employer) and MSP, the term of the Service is month-to-month and will automatically renew on a month-to-month basis (the “Term”) until terminated by one or both parties as permitted in this Section.
2. Termination.
   1. You shall have the right to terminate this Agreement without cause upon thirty (30) days’ prior written notice to MSP. In the event You terminate under this subsection, You agree to pay a termination fee equal to one month of Service per terminated user.
   2. Either party may terminate this Agreement immediately for cause if the other party fails to cure any material breach of this Agreement within ten (10) business days after written notice of such breach and the same remains uncured.
3. Effect of Termination. Following termination of this Agreement, You shall be obligated to pay for all undisputed amounts accrued but unpaid under this Agreement for the Service. Termination is not an exclusive remedy under this Agreement and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

REPRESENTATIONS AND WARRANTIES

1. Representations by You.
   1. You will (i) to the extent You are responsible for multiple users, provide MSP with a list of authorized users, ensure such users have compatible devices and internet connectivity to access Alteryx Designer and Appstream, and notify MSP of any changes in the number of authorized users or configuration requirements necessary to properly access and use BLADE; (ii) procure and maintain a valid license to Alteryx Designer as assigned to You by Alteryx, Inc. (or its affiliate); and (iii) create and maintain an account with Appstream.
   2. You represent that You are duly authorized to accept the terms of this Agreement and perform Your obligations hereunder.
   3. The total count of users authorized to access BLADE and the Service must not exceed the number of seats purchased from MSP. Seats may be reassigned from time to time but no more than one time per month.
   4. You may not (i) copy, modify or make derivatives works of BLADE; (ii) offer to, use on behalf of or otherwise permit the use of BLADE by any third-party; (iii) alter, remove, or obscure any product identification, copyright, or similar notice contained in or on BLADE.
2. Representations by MSP.
   1. MSP will (i) deploy and maintain BLADE in one or more fully functional Appstream environments; and (ii) offer technical support during business hours.
   2. All title and intellectual property rights in and to any product or service provided by MSP to You is owned or licensed by MSP and no ownership rights are being conveyed to You under this Agreement. Except as may otherwise be expressly set forth in this Agreement, MSP does not make any representations or warranties, express or implied, with respect to BLADE or the Service, including, but not limited to, the implied warranties of title, merchantability, fitness for a particular purposes and non-infringement.

CONFIDENTIALITY

1. Non-Disclosure. Each party (in such instance, the “Receiving Party”) agrees that it shall, and, to the extent You are entering into this Agreement on behalf of Your employer, shall instruct in writing its respective employees, affiliates, consultants, subcontractors, attorneys, accountants and other professional advisors (collectively, “Representatives”) to, preserve the confidentiality of (i) information relating to the Service or this Agreement; and (ii) any information, data, business plans, technical specifications, trade secrets or know-how disclosed to the Receiving Party by the other party (the “Disclosing Party”) pursuant to or in connection with this Agreement, either directly or indirectly, in writing, electronically, orally or by inspection of documents or other tangible objects, which, by its nature and the circumstances of its disclosure, the Receiving Party should reasonably infer to be confidential or proprietary (collectively, “Confidential Information”). The Receiving Party will restrict disclosure of such Confidential Information only to its Representatives who the Receiving Party determines have “a need to know” for fulfillment of the Services under this Agreement and have a contractual, fiduciary or other legal duty sufficient to enable compliance with the provisions of this Agreement. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information in connection with any legal or governmental proceeding, or to any judicial, governmental or regulatory body, the Receiving Party will give prompt prior written notice of the required disclosure so that the Disclosing Party may seek a protective order, confidential treatment or other appropriate relief, and the Receiving Party that is required to disclose the Confidential Information and its Representatives, as applicable, shall provide the Disclosing Party reasonable assistance (at the Disclosing Party’s expense) in connection with such action. Each party shall advise its respective Representatives of the obligations of confidentiality set forth in this Agreement with respect to such Confidential Information, and the Receiving Party shall be responsible for any breach of the terms of this Agreement by such Representatives with respect to the Confidential Information. The obligation of the Receiving Party to protect the confidentiality of any Confidential Information hereunder will remain in effect for a period of five (5) years following the date of actual disclosure of such Confidential Information by the Disclosing Party hereunder, except the obligation to protect trade secrets, which will survive for so long as such information remains a trade secret under applicable law.
2. Exclusions. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) is or becomes public knowledge, through no act or omission of the Receiving Party or its Representatives; (ii) is already in the possession of, or known to, the Receiving Party at the time of disclosure to the Receiving Party; (iii) is independently developed by the Receiving Party not in violation of this Agreement; (iv) is or becomes available to the Receiving Party on a non-confidential basis by any person or entity other than the Disclosing Party and provided such person or entity is not bound by a confidentiality obligation or a restriction on use with respect thereto; or (v) is required to be disclosed in connection with any legal or governmental proceeding, or to any judicial, governmental or regulatory body.

DATA OWNERSHIP AND SECURITY 

1. You acknowledge that AppStream environments operate as non-persistent Virtual Desktop Infrastructure (“VDI”), which means that no user data or session state is retained after the session ends. You are responsible for saving Your work to external or designated storage locations to ensure data and workflow persistence. MSP will assist You in setting up Your Appstream environment to direct Your data to appropriate storage solutions; however, You acknowledge and agree that You are solely responsible for data retention.
2. Your data and information used in connection with the Service remains Your property as between MSP and You.
3. MSP agrees to implement and maintain reasonable security measures to protect Your data from unauthorized access or breaches. You understand and acknowledge that You are responsible for Your data that is stored on Your local machine or in Your cloud environment. MSP is responsible only for that data that is directly provided to MSP. The access to, retention of, or other use of Your data storage environments are subject to the terms and conditions that apply with the applicable storage or service provider.
4. In the event of a breach of MSP’s systems and/or infrastructure, MSP agrees to notify You, or Your employer, within twenty-four (24) hours. You agree to assist in any reasonable remediation efforts as such efforts might apply to Your use of BLADE or related third-party software.

INDEMNIFICATION AND LIMITATIONS OF LIABILITY 

1. Each party will defend (the “Indemnifying Party”) against any action, claim, demand or suit brought by a third party against the other party, its affiliates, and each of their officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Party”) that is based on:
   1. In the case that You are the Indemnifying Party (i) Your use or alteration of BLADE in violation of this Agreement or applicable Law; (ii) the data or any output or results generated by You as a result of Your use of BLADE or any related third-party software; or (iii) Your misuse of MSP’s Confidential Information.
   2. In the case that MSP is the Indemnifying Party (i) MSP’s misuse of Your Confidential Information; or (ii) MSP’s intentional or grossly negligent breach of Section 7.
2. Neither party will be liable to the other party (or to any third party claiming through the other party) for lost profits or for special, incidental, indirect, inconsequential or exemplary damages arising out of or otherwise related to this Agreement. Except for grossly negligent conduct or intentional misconduct, each party agrees that the other party’s total liability under this Agreement is limited to the aggregate amount of fees paid to MSP in the last twelve (12) months under this Agreement.

MISCELLANEOUS

1. Notices. Any notice required under this Agreement shall be in writing to [email protected].
2. Third Party Rights. Any person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.
3. Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond their reasonable control, including natural disasters, cyberattacks, or government actions.
4. Governing Law and Dispute Resolution. Without regard to any conflict of laws principles, this Agreement shall be governed by the laws of the State of Delaware. Any disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the State of Delaware.
5. Assignment. You may not assign this Agreement or any of Your rights or obligations granted hereunder without the prior written consent of MSP, which shall not be unreasonably withheld or delayed.
6. Entire Agreement. This Agreement, including Your order form or other order documentation, constitutes the entire understanding between the parties and supersedes all prior agreements, including any documentation or other marketing materials that may have been made available to You by MSP or other third parties with respect to the Service. To the extent there is any conflict between the terms of this Agreement and an order form or other authorized order documentation referencing this Agreement, the terms of the order form or other authorized order documentation shall take precedence. Amendments must be made in writing and signed by both parties.