Kestra Enterprise Agreement

Please read these terms carefully. If you do not agree to be bound by these terms, you must not use the Kestra Solution. Your continued use of the Solution implies acceptance of these terms.

The Kestra Enterprise Agreement will, along with the other documents incorporated herein by reference, constitute the agreement (the “Agreement") between Kestra Technologies with a principal place of business located at 81 rue du Pré-Catelan 59119 La Madeleine, France (“Kestra”), and you and any entity that you represent or are acting on behalf of ("Customer") regarding the access and use of Kestra Solution (as defined below) and delivery of related services, each to the extent identified in the Order.

Customer and Kestra are the “Parties” and individually a “Party” whereas:

Kestra edits, delivers, maintains and provides support for a data orchestration and scheduling solution that facilitates the monitoring and management of complex computing flows (the "Solution").

The functional and technical characteristics of the Solution are described in Appendix 1.

The Client has expressed an interest in using the “Enterprise Edition” of the Solution for its business and deploying it directly to its IT infrastructure in an "Self-Hosted" license type.

To this end, the Client has submitted to Kestra an order form (the “Order Form ”) reproduced above and specifying the items ordered by the Client, which Kestra has accepted.

In this context, the Client declares that it has received from Kestra, prior to the signing of the Order Form, all advice, instructions and details necessary for it to enter into this agreement in full knowledge of the facts, that it has sufficient knowledge of the Kestra’s competences, and that it has, prior to the signing of the Order Form, sufficiently exchanged with Kestra to ensure that these correspond to the Client's expectations, needs and constraints.

The Parties have therefore come together to agree on the terms and conditions of their collaboration, under the terms and conditions of this agreement (the "Agreement").

The Parties declare that they have had the time and opportunity to exchange all the information necessary to negotiate and conclude this Agreement, including that provided for in Article 1112-1 of the French "Code Civil".

IT HAS BEEN AGREED AS FOLLOWS:

1. Purpose

The purpose of this Agreement is to set forth the legal conditions under which Kestra shall provide the Solution to the Client.

2. Contractual documents

The contractual documents are, to the exclusion of all others and in order of decreasing legal value:

• The Order Form,
• Appendix 1: Enterprise Support ;
• The Agreement and its amendments.

In case of contradiction:

• between two documents, the one higher in the contractual hierarchy shall prevail,
• between this Agreement and its Appendix, the Appendix shall prevail for the interpretation of the obligation in question.

The contractual documents express the entire agreement of the Parties as of the date of their signature. They supersede any prior agreement, letter, offer or other written or oral document having the same purpose.

3. Terms

The Agreement is concluded for an initial period of twelve (12) months as from its signature by the Parties.

It will then be tacitly renewed for successive periods (together with the initial period, the "Periods") of the same duration, unless terminated by one of the Parties by e-mail or registered letter with acknowledgement of receipt sent to the other Party, subject to a notice period of two (2) months without prejudice to the other methods of termination provided for in the Agreement.

A "Period" refers to a twelve (12) months period starting from the signature date of the Order Form by the Parties, and each subsequent twelve (12) months period thereafter, unless terminated by one of the Parties in accordance with the provisions of this Agreement.

4. License to use the Solution

• 4.1 Scope of the License

Kestra grants the Client a non-exclusive, personal and non-transferable license (the “License”) to use the Enterprise Edition of the Solution, in its existing version at the date of the Agreement and in any future versions, for the purposes of use in the context of its business and within the limits of the specific parameters specified in Appendix 1, for the users that the Client has previously authorized to use the Solution (the “Users”).

This License is granted for the sole purpose of integrating and using the Solution in the Client's IT infrastructure as specified in Appendix 1.

• 4.2 Purpose of the License

The Solution will be used by the Client for the purpose of its use as mentioned in Appendix 1.

The License is granted for the sole purpose of using the Solution by the Client, according to the terms and conditions presented in the "Scope of the License" article, for its own needs and by the Users authorized by the Client.

Consequently, the Client and the Users are prohibited from:

• Proceeding with a commercial exploitation of the Solution i.e. resale, distribution or provision of the Solution as a standalone product or service. Transferring, providing, lending, renting the Solution, granting sub-licenses or other rights of use, or more generally, communicating all or part of the Solution to a third party or an affiliated company except for Users that need to use the Solution according to Appendix 1 ; 
• Providing the Enterprise Edition of the Solution by remote transmission, networking it, particularly on the Internet, or distributing it in any other form, without Kestra's prior written consent.

The right to use the Solution is granted to the Client only upon full payment of the price calculated in accordance with the terms specified in the Order Form.

• 4.3 Implementation of the License

• 4.3.1 Installation and deployment of the Solution The Client shall deploy and install the Solution on its IT infrastructure under its sole responsibility, under the conditions and within the limits agreed to herein and in accordance with the Solution installation procedures set forth in the terms of the installation of the Solution accessible at the following address: https://kestra.io/docs/.
• 4.3.2 Selection of Users It is also the Client's responsibility to designate, among the Users, who will be in charge of the use and administration of the Solution.

It undertakes to ensure that Users do not allow any third party to use them in their place or on their behalf, unless it bears full responsibility for doing so. The Client expressly acknowledges that any use of the Solution with these login credentials will be deemed to have been made by the corresponding Users.

The Client undertakes to contact Kestra without delay, by any useful written means and in particular by email, if it appears that the Solution has been used without the knowledge of its User.

• 4.3.3 Access and confidentiality Each User accesses the Solution by entering his login and password.

The password of each User is strictly personal and confidential.

Each User is responsible for maintaining the confidentiality of his login and password, as well as for their use. The Client is also responsible for ensuring that the Users maintain the confidentiality of their connection identifiers and/or passwords.

In the event of loss or theft of the User ID and password, the Client shall be solely responsible for any adverse consequences of such loss or theft and shall promptly notify Kestra by email.

5. Maintenance and technical support

The maintenance and technical support provided by Kestra are specified in Appendix 1.

6. Hosting

Kestra does not host the Solution or the data collected by it. The hosting is the sole responsibility of the Client.

7. Financial Conditions

• 7.1 Pricing

In consideration of the implementation of the Solution, the Client undertakes to pay Kestra the prices specified in the Order Form.

• 7.2 Invoicing and payment

The above prices will be the subject of invoices by Kestra, communicated to the Client by any written means, and in particular by email, in accordance with the provisions set forth in the Order Form.

• 7.3Late payments and payment incidents

The Client is hereby informed and expressly agrees that any delay in payment of all or part of an amount due on its due date shall automatically, without prior notice, result in the invoicing to Kestra of late payment interest at the rate of 3 times the legal interest rate, based on the amount of the entire amount owed by the Client and a flat-rate indemnity of 40 euros for collection costs.

In addition, in the absence of payment of an amount due on its due date within thirty (30) calendar days following receipt by the Client of a formal notice by registered letter with acknowledgement of receipt, which has remained without effect, Kestra reserves the right to (i) suspend the Agreement, (ii) demand immediate payment of all amounts due by the Client, and/or (iii) terminate the Agreement, under the conditions set forth in "Termination for breach" section.

8. Modification of the Solution

Any request for modification of the Solution provided to the Client during the course of the Agreement, and/or modification of the parameters agreed in the Order Form, and/or a new order shall be subject to a new Order Form accepted and signed by the Parties. The provisions of the Agreement that have not been modified by the said amendment shall remain unchanged.

9. Escrow

At the Client’s request, the source programs, as well as the technical design and implementation documentation for the Solution, could be deposited by Kestra with a third-party escrow agent selected by Kestra and at the expense of the Client.

If applicable, the price of the escrow should be mentioned in the Order Form.

The Client shall have access to the source programs of the Solution under the control of the third-party escrow agent in the event of a major failure on the part of Kestra.

The following are considered to be major failures by Kestra, the judicial liquidation of Kestra, in the absence of any buyer.

In the event of access to the source programs, they shall be duplicated under the sole responsibility of the Client and at its expense. The Client may only use the source programs within the limits of the License granted to it hereunder.

The Parties shall enter into an escrow agreement with the third party escrow agent on the day of deposit of the source programs of the Solution.

10. Obligations and warranty of the Client

Without prejudice to the other obligations provided for in the Agreement, the Client undertakes to comply with the following obligations:

• 10.1 The Client shall be solely responsible for ensuring the proper use of the Solution.

In particular, it shall be responsible for:

• having IT equipment in good working order and in good working condition;
• carrying out updates of the Solution in accordance with the terms of the Appendix 1;
• ensuring at all times that its infrastructures take into account the conditions of use of the Solution and, where applicable, take the necessary measures to ensure that its computer infrastructure is compatible with the requirements mentioned in the terms of the installation of the Solution ;
• having qualified and trained personnel available to use the Solution, in order to use it in accordance with the instructions provided by Kestra.
• 10.2 The Client agrees to maintain the statistics report mentioned in Appendix 1 and shall not delete any data that allows Kestra to calculate the usages performed via the Solution on the Client’s IT infrastructure as described in Appendix 1.
• 10.3 The Client undertakes to provide Kestra with all documents, materials, data and information necessary for Kestra to perform its obligations under the Agreement.

The Client shall be solely responsible for the documents, materials, data and information it provides to Kestra.

More generally, the Client undertakes to cooperate actively with Kestra with a view to the performance of the Agreement and to inform Kestra of any difficulties relating to such performance. In particular, the Client is responsible for alerting Kestra to any attack, potential threat or attempted intrusion by a third party into the client account.

• 10.4 The Client is solely responsible for the use of the Solution by itself and the Users.
• 10.5 The Client expressly acknowledges and agrees that the Solution interconnects with third-party software (the “Third Party Softwares”), as described in Appendix 1, for which Kestra is not responsible.
• 10.6 The Client undertakes, in its use of the Solution, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.

It guarantees against any misuse, non-compliant or illicit use that Users may make of the Solution, in particular against infringement of the laws and regulations in force. The Client is thus exclusively responsible for putting in place all procedures intended to prevent or remedy the commission of such acts.

The Client is solely responsible for the proper completion of all administrative, tax and/or social formalities, authorizations of any kind, legal and/or administrative, as well as for all payments of contributions, taxes or duties of any kind that are incumbent upon it in relation to its use of the Solution.

Kestra shall not be held liable in any way in this respect.

• 10.7 The Client is solely responsible for the content of the data, comments and information exchanged through the Solution (the "Content").

The Client warrants to Kestra that it has all necessary rights and permissions to distribute such Content. The Client undertakes to ensure that such Content is lawful, does not infringe public order, public morality or third party rights, does not violate any legislative or regulatory provision and, more generally, is in no way likely to give rise to civil or criminal liability on the part of Kestra.

The Client shall not distribute, in particular and without this list being exhaustive:

• pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist Content, infringing Content,
• Content that violates the image of a third party,
• Content that is false, misleading or that proposes or promotes illicit, fraudulent or deceptive activities,
• Content that is harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.),
• and more generally, Content likely to infringe the rights of third parties or to be prejudicial to third parties, in any manner or form whatsoever.

11. Obligations and warranty of Kestra

• 11.1 Kestra undertakes to provide the Solution with care and diligence, and in accordance with the best practices of its profession, it being specified that it has an obligation of reinforced means, to the exclusion of any obligation of result, which the Client expressly acknowledges and accepts.
• 11.2 Kestra undertakes to implement the necessary measures to ensure that the Solution complies with the Order Form.
• 11.3 Kestra shall not be liable for temporary difficulties or impossibilities to access the Solution due to circumstances beyond its control, force majeure, or due to disruptions of the telecommunications networks, or improper use or failure to update the Solution by the Client according to the Appendix 1.
• 11.4 Kestra shall not be liable for any delays due to late or defective communication by the Client of all information and data necessary for the implementation of the Solution and more generally, for any facts attributable to the Client and/or the Users, as well as for any defects not directly and exclusively attributable to Kestra.
• 11.5 Kestra shall not be liable for any damage not caused by the malfunctioning of the Solution and shall not be liable for any difficulties caused by the Client's IT infrastructure, personnel, hardware or software.
• 11.6 Kestra certifies that it holds an insurance policy covering its professional liability for the duration of the Agreement. Kestra undertakes to provide an up-to-date insurance certificate upon request by the Client without delay.
• 11.7 Kestra undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it within the framework of this Agreement only for the purposes of performing this Agreement. Kestra expressly acknowledges and agrees that such documents, materials, data and information are confidential information subject to the provisions of the "Confidentiality" article.
• 11.8 In any event, the liability that may be incurred by Kestra hereunder shall be limited to direct damages suffered by the Client and shall be expressly limited to the total amount of the price received by Kestra for the Period during which the event giving rise to liability occurred.

12. Intellectual property

The Client expressly acknowledges that the Agreement does not grant it any intellectual property rights to the Solution, which remains the exclusive property of Kestra. The Client is only granted a License to use the Solution under the conditions defined in the “License to use the Solution” article, to the exclusion of any other use.

Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying and more generally any act of reproduction, representation, distribution and use of any of the elements composing the Solution, in whole or in part, without Kestra’s authorization, are strictly prohibited and may be subject to legal proceedings.

Where applicable, the Parties shall only be granted a license to use the elements to which they may have had access or which will be transmitted to them by the other Party, for the duration of the Agreement and for the sole purpose of its performance.

13. Personal Data

As part of their contractual relations, each Party undertakes to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and to the French Data Protection Act of 6 January 1978 (hereinafter referred together as the "Applicable Regulation").

Each Party processes personal data of contact person of the other Party involved in the performance of the Agreement, as controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relationship between the Parties and for the duration of the Agreement. These processing are carried out for the execution of the Agreement and only identification data (in particular surname, first name, email address, telephone number) are processed by the Parties.

Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between Parties. The staff of the Party controller of the processing, its control services (notably auditor) and its processors could have access to personal data.

The processing may result in the exercise by each Party's contact person of their rights under the Applicable Regulation. In such event, the Client may send such request to: [email protected] 

14. Convention of proof

The Parties expressly acknowledge and agree that the data collected on Kestra’s infrastructure equipment:

• (i) are proof of the reality of the operations carried out under the Agreement,
• (ii) constitute the principal method of proof accepted between the Parties, in particular for the calculation of the amounts due to Kestra.

To this end, the Client agrees that Kestra install a statistics report (the “Statistic Report”), as mentioned in Appendix 1 and in the “Statistic Report and Audit” article, for the purpose of recovering data in order to obtain in real time the data necessary to calculate the amount due to Kestra.

15. Statistic Report and Audit

In the event that the Statistics Report is not accessible, or the data collected is considered by Kestra as suspect, Kestra shall notify the Client of this malfunction.

The Statistics Report must be restored by the Client if the Client is the cause of the malfunction, or otherwise by Kestra, within the 30 (thirty) days following the notification.

If the malfunction persists, the Client expressly agrees that Kestra can audit the Solution and documents related to the Solution database to verify, no more than once per calendar year, the calculation of the price due pursuant to the "Financial conditions" article, by any professional of its choice, at the Client's premises, during working hours, at any time during the performance of this Agreement and for a period of 3 months after the end of the Agreement, provided that the Client must give Kestra at least 8 days' written notice.

In the course of such an audit, Kestra or the auditor appointed by Kestra shall not be entitled to access the Client's business secrets, strategic information or information which the Client has undertaken to keep confidential.

The Client undertakes to rectify any errors or omissions revealed by the audit within 8 days of receipt of the audit report.

In the event that this control reveals an error of more than 5% in the calculation of the price due to Kestra, the Client agrees that the costs of this control shall be borne by the Client and paid within 30 days upon presentation of the corresponding invoice.

16. Commercial references

The Parties expressly authorize each other to use their respective name, brand and logo, as well as the references of their websites, as commercial references, on any medium and in any form whatsoever, for the term of the Agreement.

To the end, the Client expressly agrees to the reproduction of its logo on any Kestra’s websites and social networks.

17. Confidentiality

Each of the Parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other Party or held by the latter of which it may have become aware during the conclusion and performance of the Agreement and not to disclose them without the prior written consent of the other Party.

This obligation of confidentiality does not extend to documents and information:

• (i) of which the receiving Party was already aware,
• (ii) which were already public at the time of their communication or which would become public without breach of the Agreement,
• (iii) which would have been lawfully received from a third party,
• (iv) the disclosure of which would be required by the judicial authorities, pursuant to laws and regulations or in order to establish the rights of a Party under the Agreement.

This obligation of confidentiality extends to all employees, collaborators, trainees, managers and agents of the Parties as well as to their affiliated counsels and co-contractors, to whom documents or confidential information may only be transmitted if they are bound by the same obligation of confidentiality as that provided for herein.

This obligation shall continue to apply for a period of 5 years following the end of the Agreement.

18. Social regulations

Kestra shall provide the Client prior to signing the Agreement and as often as the Client requests:

• a document attesting to the registration of Kestra's company dated less than 3 months ago (identification card in the case of registration with the Trade Register, K or K bis extract in the case of registration with the RCS),
• an up-to-date certificate of vigilance attesting to the provision of social declarations from the social protection organization responsible for collecting social contributions.

19. Force majeure

In accordance with the provisions of Article 1218 of the French “Code civil”, no Party may be held liable for a failure to perform its contractual obligations if this failure is due to an event beyond the control of the Parties and constitutes force majeure.

Force majeure is understood to mean the occurrence of an event that has the characteristics of unpredictability, irresistibility and exteriority to the Parties that are usually recognised by French law and courts.

The Parties also agree that the following shall constitute force majeure: terrorist activities, riots, insurrections, wars, natural disasters or failure attributable to a third party telecommunications provider.

The Party prevented from doing so shall, as far as possible, inform the other Party as soon as possible, indicating the nature of the case of force majeure. The Parties shall meet in order to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting force majeure.

If, as a result of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations not affected by the force majeure and for its payment obligations.

As soon as the case of force majeure ceases, the Party prevented must immediately inform the other Party and resume performance of the affected obligations within a reasonable period of time. However, if such event extends beyond one (1) month, either Party may terminate the Agreement with immediate effect by sending written notice through registered mail with acknowledgement of receipt to the other Party.

20. Termination for breach

In the event of a breach by one of the Parties of any of its obligations under the Agreement, the latter shall be terminated as of right fifteen (15) days after receipt by the defaulting Party of a formal notice, which has remained without effect, or if the breach cannot be remedied, by registered letter with acknowledgement of receipt, stating the latter's intention to apply this clause, without prejudice to any damages which may be claimed from the Party in breach.

21. Effects of the end of the Agreement

The end of the Agreement, whatever the cause, will result in the termination of the License and the billing to the Client of the number of tasks in excess of the defined Level in respect of the year in which the Agreement ended, for any reason whatsoever.

The end of the Agreement also has no effect on the provisions of the Agreement which are intended to continue beyond the end of the Agreement, and in particular the articles "Intellectual Property" and "Confidentiality", ”Prohibition of poaching” and the present article.

22. Intuitu personae

This Agreement shall be deemed to have been entered into in consideration of the person of the Parties and as such, the Parties shall not delegate or assign any of their rights under this Agreement, or entrust to a third party the performance of all or part of their obligations, without the prior written consent of the other Party.

As an exception to the foregoing, Kestra reserves the right to use subcontractors to perform the services. In such an event, Kestra shall notify the Client and undertake to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under this Agreement. Kestra shall in any event remain solely responsible for the proper performance of the services with respect to the Client.

The Parties expressly acknowledge and agree that, in the event that such subcontractors are required to process personal data, the provisions of the "Personal Data" article shall apply.

23. Prohibition of poaching

Either Party shall not solicit or undertake, directly or indirectly, any collaborator, employee, trainee, agent or freelancer of the other Party.

This prohibition shall apply for the duration of the Agreement and for three (3) years following the effective date of termination of the Agreement, regardless of cause.

24. Relationship between the Parties

It is expressly agreed that neither Party may rely on the provisions of the Agreement to claim, in any way, the status of agent, representative or employee of the other Party, nor undertake the other Party's obligations to third parties, beyond the services provided for herein.

No special legal structure is hereby formed between the Parties, each retaining its own autonomy, responsibilities and customer base.

25. Independence of the Agreement, Severability and Amendments

The contractual documents represent the entirety of the undertakings between the Parties. It replaces and cancels any previous oral or written undertaking relating to the subject matter of the Agreement.

The invalidity or unenforceability of any of the provisions of the Agreement shall not invalidate the other provisions, which shall retain their force and scope. The Parties shall then come together to agree in good faith on the necessary amendments so that each of them is in an economic situation comparable to that which would have resulted from the application of the invalidated clause.

Any modification or amendment to the Agreement shall be subject to a written and signed agreement between the Parties.

26. Non-waiver

The failure or waiver by a Party to exercise or assert any right under the Agreement shall in no event be deemed a waiver of such right for the future, such waiver being effective only with respect to the event in question.

27. Electronic Signature

It is understood between the Parties that the Agreement may be signed by any electronic means, the Parties recognizing the reliability of the process, thus giving it the same legal value as a handwritten signature within the meaning of the law.

28. Applicable law and jurisdiction

The Agreement shall be governed by and construed in accordance with French law.

In the event of a dispute between the Parties concerning its validity, interpretation or performance, the Parties shall endeavor to settle their dispute amicably. In the absence of an agreement within one month of the first notification by any means in writing sent by one Party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France), even in the event of multiple defendants and third-party claims.

APPENDIX 1

ENTERPRISE SUPPORT

1. Definitions

As a reminder, terms with a capital letter in the Agreement and/or this Appendix have the following meaning:

Content: Data, comments and information exchanged through the Solution by the Users.

Excluded matters: Services excluded from the scope of the License.

Included matters: Services included in the scope of the License.

Instance: An instance corresponds to the set of Enterprise Edition services (executor, worker, indexer, webserver, etc.) installed on a set of servers communicating on the same database. Each instance has a list of flows, users, and executions that are distinct from other instances. As soon as the Enterprise Edition entity is present on one instance and not on another, they are considered different instances (hereinafter referred to as "Instance").

Onboarding Service: Service provided by Kestra to setup the support services and deliver multiple checkpoints to follow-up on the client's situation.

Kestra Enterprise Edition: Proprietary software with private and non-available source code. Distribution of Community Edition providing additional features such as authentication, security, performance or feature improvements (hereinafter referred to as "Enterprise Edition").

Training Service: Service provided by Kestra consisting of a unique training session that aims to introduce the Client to main concepts to guarantee the services quality.

Kestra Open Source: An open-source software under the Apache license, whose sources are available at the following address: https://github.com/Kestra-io/Kestra. This software contains the core of the Kestra Solution (hereinafter referred to as "Community Edition").

License: The non-exclusive, personal and non-transferable license to use the Enterprise Edition of the Solution granted by Kestra to the Client.

Official Kestra Plugins: Open-source software under the Apache license, whose sources are available at the following address: https://github.com/Kestra-io, which adds connectivity features to the Community Edition or Enterprise Edition (hereinafter referred to as "Official Plugins").

Period: Refers to a twelve months period starting from the signature date of the Order Form by the Parties, and each subsequent twelve months period thereafter, unless terminated by one of the Parties in accordance with the provisions of this Agreement.

Professional Services: Assistance provided by Kestra to the Client on Excluded matters.

Solution: A support solution provided by Kestra as a platform to orchestrate and schedule and helps you build, run, schedule, and monitor pipelines.

Statistics Report: Kestra, using the license key, automatically generates precise statistics reports several times a day, including open source usage trackers plus enterprise usages tracker (numbers of groups, number of namespaces, number of roles, each user with hashed username and number of authorisation). Kestra guarantees that these statistics reports are completely anonymized and will not contain any personal data (email of users) of the Client. All personal data will be hashed (irreversible encryption based on MD5) and securely transmitted from instance to Kestra servers by HTTPS protocol on server https://api.kestra.io . With this count, Kestra will be able to invoice according to the model defined in the Order Form.

Subscription Fees: Prices paid by the Client, as described in the Order Form.

Task: A "Task" is a category of various types of tasks, as well as triggers and listeners, all corresponding to a unique ID and falling under the same definition. The definition of "Task" is solely based on the most recent revision of the flow and applies consistently across all instances. "Task" shall be identified based on their individual unique ID, and subsequently subjected to appropriate charges correspondingly.

Example: one flow with id "my-flow" on the namespace "my-namespace" that contains 2 tasks with id "my-task-a" and "my-task-b" will generate a combination "my-namespace/my-flow/my-task-a" and "my-namespace/my-flow/my-task-b" that will count for 2 tasks even if the flow is used on multiple instance

Third-party or community Kestra Plugins: Software developed by other organizations not affiliated with Kestra, which can be either available on the internet under an open-source license or proprietary and developed by private source code and installed on the Client's instance (hereinafter referred to as "Third-Party Plugins").

Third-party Softwares: Softwares that the Solution depends on, including, but not limited to, this list Data Sources Database and Deployment infrastructure developed or maintained by other organizations not affiliated with Kestra.

User(s): means any natural person who is an employee, trainee or temporary worker of the Client or a Client's partner who is authorized by the Client to use the Solution and who has an identifier for this purpose.

2. The Solution

Scope

Provided that the Client has purchased the Enterprise Support and has paid the applicable Fees as set forth in the Order Form, Kestra will provide the support and maintenance services described in this Appendix during the Period indicated in the Order Form. If the Enterprise Support is not included in the Order Form, The Client will receive Standard Support included in the price of the Solution. The details of the Enterprise Support, as described under the "Support" and "Included matters" articles, can be found here.

Support

During the applicable Period, Kestra will use reasonable efforts to correct and provide a workaround for any reproducible programming error in the Solution with a level of effort commensurate with the severity of the error, as reasonably determined by Kestra, so as to ensure that the Solution operates in substantial conformity with the documentation. Upon identification of any programming error, the Client will promptly notify Kestra of such error and will provide Kestra with enough information to reproduce the error, including a listing of output and any other data that Kestra may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered.

Maintenance, Updates & Upgrades

During the applicable Period, and subject to the terms of the Agreement, the Client will be entitled to receive all maintenance upgrades and updates to the Solution that are publicly released by Kestra. The contents and timing of all upgrades and updates will be decided upon by Kestra at its sole discretion. Updates and upgrades include new versions of the Solution designated by Kestra and is identified by a change in the first (X) or second (Y) number in the following version nomenclature: Version X.Y.Z. (e.g., 0.8.x to 0.9.x; 0.8.1 to 0.8.2) but exclude any separate modules and other functionality.

In this regard, the Client expressly undertakes to install all available latest updates and new releases of the Solution, which are essential to the proper functioning of the Solution. Kestra shall not be liable in any way whatsoever for any malfunction and/or loss of data of any kind caused by an incorrect version of the Solution.

Included matters:

• Guidance & assistance around Kestra Open-Source,
• Guidance & assistance around Kestra Entreprise,
• Guidance & assistance around Kestra Official Plugins,
• Guidance & assistance around Kestra installation process,
• Assistance with documentation-related questions,
• Assistance with issues during upgrades,
• Assistance identifying & troubleshooting problems,
• Assistance identifying & creation appropriate bug reports

Excluded matters

The following matters are not covered under this Appendix:

• Resolution in any version of the Solution other than the most recent release, provided that Kestra will continue to provide Support for superseded releases for a reasonable period ;
• Audit of any types: architecture, performance analysis, flows optimization, specific recommendations, etc.;
• Troubleshooting, assistance or guidance on third-parties softwares, whether or not connected to Kestra ;
• Troubleshooting, assistance or guidance infrastructure deployment & provisioning, connected to Kestra;
• Troubleshooting or assistance with Custom development and unsupported workarounds ;
• Troubleshooting or assistance with Custom plugins not officially supported by Kestra.

And more generally:

• Support for organizations without a valid Enterprise Edition subscription ;
• Support for organizations for which fees have not been paid with 90-days following the Effective Date ;
• Support in languages other than English or French ;
• Support on-sites.

Onboarding

The Onboarding Service aims  to setup the support services and deliver multiple checkpoints (Quarterly Business Review) to follow-up on the client's situation. It does not include any of the responsibilities detailed in the excluded matter on this Appendix.

Training

The Training Service is a unique training session that aims to introduce the Client to main concepts to guarantee the services quality. It should be delivered to a reasonable number of users determined by Kestra. It does not include any of the responsibilities detailed in the excluded matter on this Appendix.

Professional Services

Kestra may provide assistance on excluded matters as Professional Services and this would result in an additional fee and excluded from this Appendix.

Kestra is not to be obliged to comply with the delivery of any Professional Services in any circumstances. Kestra can provide these services in best efforts as the result of ad-hoc situations. In any case, Kestra should not be liable for failure to resolve an issue.

Service Level Agreement (SLA)

The Service Level Agreement strictly applies to Response Times as the maximum timeout for the first response depending on the severity level. Severity Levels are determined by Kestra based on information reported by the Client.

• Severity 1 (Critical): An instance is not responding, there is no workaround. It affects the company's ability to perform its business.

Response time: 1 business day.

• Severity 2 (High): A running instance reports degraded performances/limited functions and/or a workaround is available.It affects partially the company's ability to perform its business.

Response time: 2 business days.

• Severity 3 (Medium): A running instance reports minor errors. A workaround is available. It affects a small number of users but not the company's business.

Response time: 3 business days.

• Severity 4 (Low): A running instance doesn't report any error. It affects users having questions around the product.

Response time: 5 business days.

Business day coverage is from Monday to Friday, 9am to 6pm CET time zone (UTC+1) on non-French holidays.

Support Team

The Support Team can be reached via tickets or directly by email at [email protected].

Modifications

Kestra reserves the right to modify this Appendix upon written notice to the Client, provided that such modifications will not materially degrade the support obligations set forth in this Appendix.