Application Confidentiality Agreement

Version 3, April 1, 2021

ACCEPTANCE OF THIS THOUGHTSPOT APPLICATION CONFIDENTIALITY AGREEMENT (“AGREEMENT”) FORMS A BINDING CONTRACT BETWEEN THE INDIVIDUAL OR ENTITY ELECTRONICALLY ACCEPTING THIS AGREEMENT (“APPLICANT”) AND THOUGHTSPOT, INC. (“THOUGHTSPOT”). APPLICANT ACCEPTS THIS AGREEMENT BY INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH THE LEGEND “I AGREE” OR WITH OTHER ACCEPTANCE LANGUAGE, OR BY CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND, OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF APPLICANT REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO REPRESENT APPLICANT AND HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT.

1. Acceptance. ThoughtSpot may accept this Agreement in the form of an electronic notification or e-mail stating that Applicant may proceed to the next stage of the program application, or electronic permission to proceed to the next stage of an application for program participation. ThoughtSpot reserves the right to reject this Agreement in its sole discretion upon review of Applicant’s registration information, including, without limitation, for any missing or inaccurate registration information, or lack of apparent authority to bind Applicant to the terms of this Agreement. ThoughtSpot may communicate any rejection by e-mail to the address provided by Applicant. The effective date of this Agreement shall be the date of Applicant’s acceptance as described above.
2. Limited Scope.
   1. No Partner Agreement. Acceptance of this Agreement does not include Applicant in a ThoughtSpot partner program or grant any rights to Applicant other than those expressly described herein. Applicant must sign and be accepted into a partner to exercise any partnership benefits or advertise itself as a partner of ThoughtSpot. The parties are independent contractors and notwithstanding any reference to “partner” herein, nothing in this Agreement shall be construed to form a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
   2. No Effect on Other Agreements. Notwithstanding any other provision herein to the contrary, this Agreement shall not affect the confidentiality or other obligations of the parties arising under any other agreement between them.
   3. Term and Termination. This Agreement shall govern disclosures until the effective date of any of the following, whichever occurs first: (a) Applicant accepts the ThoughtSpot Channel Program Agreement; (b) this Agreement is terminated by either party by ten (10) days’ prior written notice to the other party; or (c) three (3) years lapse from the effective date of this Agreement. Notwithstanding termination of this Agreement for any reason the obligations of Section 2.2 shall remain in effect for so long as a party holds the other party’s Confidential Information, subject to Section 2.4. Upon written request from a party the other party must destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render such data reasonably inaccessible) Confidential Information received.
3. Confidentiality of Company, Program, and Offering Information.
   1. “Confidential Information” means non-public business, technical and other information disclosed in any form or otherwise made available (whether directly or indirectly by an affiliate) by one party (“ Discloser”), to the other party (whether directly or indirectly by an affiliate) (“ Recipient”), that:

      (a) is submitted by Applicant to ThoughtSpot to meet ThoughtSpot’s program requirements as set forth on the applicable partner program application form (which shall be deemed Confidential Information of Applicant);

      (b) relates to the ThoughtSpot partner program, including program participation, terms, forms, requirements, details, benefits, discounts, funds, fees and similar information (which shall be deemed Confidential Information of ThoughtSpot);

      (c) relates to a party’s current and future products and services, including software, methodologies, algorithms, source code, workflows, implementations, and research (which shall be considered Confidential Information of the Discloser); and

      (d) discloses the existence of this Agreement between the parties.

      Applicant acknowledges and agrees that any information not requested or required by ThoughtSpot on its partner program application form(s) will not be deemed or treated as confidential if voluntarily disclosed by Applicant (including without limitation particular sales opportunities). Applicant should therefore refrain from disclosing any such particular information to ThoughtSpot until Applicant is accepted into a partner program and a program agreement is signed.

   2. Obligations. Recipient shall: (a) maintain Discloser’s Confidential Information in confidence and prevent its disclose it to any third party; (b) not use Discloser’s Confidential Information for any purpose but to explore a potential, or further an existing, business relationship between the parties; and (c) use at least the same degree of care used to protect its own confidential information of a like nature (but no less than reasonable care, and with the exception of source code, which shall be kept in strict confidence perpetually) to prevent the unauthorized disclosure or use of Discloser’s Confidential Information.
   3. Internal Disclosures. Recipient shall only disclose Discloser’s Confidential Information to its own employees, affiliates, contractors, consultants and advisors who reasonably require it to carry out their function in connection with a proposed partnership and have agreed in writing to terms at least as protective as the terms in this Agreement (“Representatives”). Recipient is wholly responsible for any acts or omissions of its Representatives that, if taken by Recipient, would constitute a breach of this Agreement.
   4. Exclusions. Recipient’s obligations shall not apply to Confidential Information to the extent that it: (a) is or becomes generally available to the public through no fault of or breach of this Agreement by Recipient or its Representatives; (b) becomes rightfully known to Recipient without confidentiality restrictions through disclosure from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (c) is independently developed by the Recipient without use of the Discloser’s Confidential Information.
   5. Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by law, court order, subpoena or regulation. Recipient shall: (a) give Discloser reasonable advance notice of any such required disclosure; (b) limit the scope of such disclosure to the minimum required by the law or regulation; and (c) provide reasonable assistance to the Discloser in any lawful efforts to limit such disclosure.
4. No License or Warranty. Confidential Information and copies thereof remain the property of Discloser. No license or right under any intellectual property right is granted or conveyed by this Agreement or any disclosure of Confidential Information except as expressly stated herein. Recipient acknowledges that Discloser is not responsible, nor liable for, any business decision made by Recipient based on any Security Information provided. Discloser warrants that it has the right to disclose Confidential Information. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS, WITH ALL FAULTS” AND, EXCEPT AS EXPRESSLY STATED HEREIN, WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTIBILITY, FITNESS FOR USE, OR NONINFRINGEMENT.
5. Dispute Management.
   1. Governing Law and Venue. This Agreement and all relations, disputes, claims and other matters arising hereunder (including non-contractual disputes or claims) shall be governed exclusively by, and construed exclusively in accordance with, the laws of the State of California, without regard to conflicts of law provisions. Each party expressly consents (and waives any objection) to the nonexclusive venue and jurisdiction of the state courts of Santa Clara County, California and the federal courts located in the Northern District of California. The prevailing party in any claim or dispute between the parties under the Agreement will be entitled to reimbursement of its reasonable attorneys’ fees and costs.
   2. Remedies. The parties agree that violation of the confidentiality obligations herein would result in irreparable injury for which a remedy in money damages would be inadequate, and therefore, in the event of such disclosure or threatened disclosure: (a) Discloser shall be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages; and (b) each party hereby acknowledges that such an injunction is appropriate and warranted in such case. Unless specifically provided otherwise in this Agreement, remedies arising under this Agreement are cumulative and do not exclude any other remedies available at law or in equity. The prevailing party in any claim or dispute between the parties under the Agreement shall be entitled to reimbursement of its reasonable attorneys’ fees and costs.
6. General. Notices sent under this Agreement must be sent in writing to Applicant to the email or physical address provided in the application, and to ThoughtSpot at [email protected] and the address of the ThoughtSpot headquarters as provided at www.thoughtspot.com/contact-us at the time the notice is sent (for notices to ThoughtSpot). This Agreement: (a) constitutes the entire agreement of the parties concerning this subject matter; (b) supersedes any prior or contemporaneous written or oral agreements, understandings or representations; (c) may not be modified, except by mutual written agreement of the parties; (d) may not have any right assigned, or any obligation delegated; (e) is not made for the benefit of any third parties; (f) shall inure to the benefit of the parties and their respective successors and permitted assigns; (g) may be shared and stored electronically and introduced as evidence in any proceeding as if an original business record; and (h) was drawn in the English language, and its English language version shall be controlling over any other translations ( les parties aux présentes ont formellement demandé à ce que la présente convention et tous les documents auxquels cell-ci réfère soient rédigés et signés en langue anglaise ). If any provision of this Agreement is judicially declared to be invalid, unenforceable or void, such decision shall not invalidate or void any other provision; rather, this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable. No presumption shall be drawn against either party based on its drafting of any particular provision hereof. Each party shall comply with all laws and regulations applicable to its performance of its obligations hereunder (including export laws).