Datum Technology, Inc.
Version 1.0 · August 10, 2026Draft: This is a working draft. Vendor-specific obligations in Schedule A are placeholders pending execution of Datum’s reseller and partner agreements. All bracketed text requires completion before execution.This Third-Party Terms Addendum (“Addendum”) is incorporated into and forms part of the Master Services Agreement (“MSA”) between Datum Technology, Inc. (“Datum”) and the customer executing the MSA (“Customer”). Capitalized terms not defined herein have the meanings given in the MSA. In the event of any conflict between this Addendum and the MSA, this Addendum controls with respect to Third-Party Software.
1. Background and Purpose
Datum’s platform may incorporate, depend upon, or be delivered in conjunction with software or services developed and owned by third-party technology partners (“Third-Party Software”). Datum licenses the right to deploy or distribute such software to its customers under agreements with the relevant third-party owners. This Addendum sets out the obligations that flow from those upstream agreements and that Customer must honor as a condition of receiving the Datum platform.
2. Definitions
The following terms have the meanings given below:
| Term | Definition |
|---|---|
| Third-Party Software | Software, libraries, distributions, or services owned by a party other than Datum that are incorporated into or required for the operation of Datum’s platform, as identified in Schedule A. |
| Upstream Licensor | The third-party entity that owns the applicable Third-Party Software and from whom Datum holds a license or reseller authorization. |
| End User | Any person or system that accesses Third-Party Software functionality through Customer’s use of the Datum platform. |
| Authorized Use | Use of Third-Party Software strictly within the scope permitted by the applicable Upstream Licensor terms identified in Schedule A. |
| Pass-Through Terms | The specific restrictions, obligations, and conditions set out in Schedule A that Customer must comply with and, where applicable, flow down to its End Users. |
| Usage Data | Metrics regarding Customer’s consumption of Third-Party Software components, including but not limited to workload counts, vCPU/core utilization, node counts, and seat counts, as applicable per Schedule A. |
3. License Scope and Restrictions
3.1 Nature of License
Customer’s access to and use of Third-Party Software is a service right, not a license grant. Customer receives no independent license from any Upstream Licensor. All rights are contingent on Customer’s continued compliance with this Addendum and the MSA, and on Datum’s continued license from the relevant Upstream Licensor.
3.2 Authorized Use
Customer may use Third-Party Software solely:
as an integrated component of the Datum platform;
for Customer’s own internal business purposes or to deliver services to Customer’s own end customers, subject to the restrictions in Schedule A; and
within the use parameters (geographic, vertical, workload type) identified in Schedule A.
3.3 Prohibited Uses
Unless expressly permitted in Schedule A, Customer may not:
sublicense, resell, redistribute, or otherwise make Third-Party Software available as a standalone product to any third party;
modify, reverse engineer, decompile, or create derivative works of Third-Party Software;
use Third-Party Software in violation of any Upstream Licensor’s acceptable use policy referenced in Schedule A;
use Third-Party Software in geographies or for purposes restricted by applicable export control law or Upstream Licensor terms; or
remove, obscure, or alter any proprietary notices, copyright legends, or license markers included in or with Third-Party Software.
3.4 Open Source Components
Certain Third-Party Software may incorporate open source software components licensed under Apache 2.0, MIT, or other permissive open source licenses. Where applicable, Schedule A identifies such components. Open source license terms govern those components and are not modified by this Addendum. Nothing in this Addendum restricts Customer’s rights under applicable open source licenses.
4. Customer Obligations
4.1 End User Flow-Down
Where Schedule A requires End User flow-down, Customer must ensure that all End Users who access Third-Party Software functionality through the Datum platform are bound by terms that include, at minimum:
a prohibition on sublicensing or redistribution of Third-Party Software;
a restriction prohibiting removal or modification of proprietary notices;
strict limitations on End Users’ right to further distribute or make Third-Party Software available to third parties; and
compliance with applicable export control laws.
Customer is responsible to Datum for any breach of the foregoing by its End Users.
4.2 Export Compliance
Customer will comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations (EAR) and economic sanctions administered by OFAC. Customer will not export, re-export, or transfer Third-Party Software, directly or indirectly, to any country, entity, or individual identified on applicable restricted-party lists, or to any embargoed destinations identified in Schedule A or by applicable law.
4.3 Usage Reporting
Customer will maintain accurate records of its usage of Third-Party Software components. If Datum requests Usage Data to support its own compliance reporting obligations to an Upstream Licensor, Customer will provide such data within ten (10) business days of the request, in a format reasonably specified by Datum. Usage Data is limited to consumption metrics and does not include Customer Data, Customer’s proprietary configurations, or End User personal information.
4.4 Notification Obligations
Customer will promptly notify Datum (and in any event within five (5) business days) upon becoming aware of:
any actual or suspected unauthorized use or distribution of Third-Party Software by Customer, its employees, contractors, or End Users;
any claim, notice, or demand from an Upstream Licensor or its representative directed at Customer; or
any material change in Customer’s business that would affect the scope of its use of Third-Party Software (e.g., acquisition of a business that independently uses the same software).
5. Audit Rights
5.1 Datum’s Right to Audit
Datum may, upon not less than fifteen (15) business days’ prior written notice, verify Customer’s compliance with this Addendum by requesting Usage Data and relevant records. Any such audit will be:
limited in scope to Usage Data and compliance with the restrictions in Section 3 and Schedule A;
conducted during normal business hours and in a manner designed to minimize disruption; and
conducted no more than once per calendar year, absent reasonable cause to believe a material breach has occurred.
5.2 No Upstream Licensor Direct Access
No Upstream Licensor has independent audit rights against Customer under this Addendum. All audit-related inquiries from Upstream Licensors directed to Customer must be routed through Datum. Customer will promptly notify Datum of any direct audit request from an Upstream Licensor.
5.3 Scope Limitation
Under no circumstances will any audit under this Section extend to: (a) Customer’s proprietary source code or systems; (b) Customer Data; (c) confidential business information unrelated to Third-Party Software usage; or (d) any information subject to attorney-client privilege or similar protections.
6. Termination and Upstream License Failure
6.1 Effect of Upstream Termination
If Datum’s license with an Upstream Licensor is terminated for any reason not attributable to Customer’s breach of this Addendum, Datum will:
Notify Customer in writing within five (5) business days of Datum’s receipt of notice of termination or impending lapse;
Use commercially reasonable efforts to procure a replacement license or substitute technology for a period of thirty (30) days following such notification; and
If no replacement is available, work with Customer to identify a mutually acceptable transition plan.
6.2 Customer-Caused Termination
If Customer’s breach of this Addendum causes Datum’s license with an Upstream Licensor to be terminated or suspended, Datum may immediately suspend Customer’s access to the affected Third-Party Software. Customer will be liable for any direct costs incurred by Datum as a result of such breach-caused termination, including penalties or true-up fees payable to the Upstream Licensor.
6.3 Termination of Addendum
This Addendum terminates automatically upon termination or expiration of the MSA. Upon termination, Customer will cease all use of Third-Party Software and comply with any post-termination obligations specified in Schedule A (e.g., deletion certification).
7. Representations and Warranties
7.1 Datum Representations
Datum represents and warrants that, as of the Effective Date of the MSA:
Datum has the right to sublicense or distribute each item of Third-Party Software identified in Schedule A; and
to Datum’s knowledge, the upstream licenses identified in Schedule A are in good standing and not subject to any pending dispute that would materially affect Customer’s rights.
7.2 Customer Representations
Customer represents and warrants that:
Customer has the authority to enter into this Addendum and to bind its affiliates and End Users to the obligations herein; and
Customer’s intended use of Third-Party Software as described in the applicable Order Form complies with the restrictions set forth in Schedule A.
8. Indemnification
Customer will indemnify, defend, and hold harmless Datum and its officers, directors, employees, and agents from and against any claims, damages, penalties, fines, or costs (including reasonable attorneys’ fees) arising from:
Customer’s breach of this Addendum or the applicable Upstream Licensor terms in Schedule A;
unauthorized use or distribution of Third-Party Software by Customer or its End Users; or
Customer’s failure to flow down required End User terms as required by Section 4.1.
The foregoing indemnification is in addition to, and does not limit, any indemnification obligations set forth in the MSA.
9. Updates to This Addendum
Datum may update this Addendum and Schedule A to reflect changes in its upstream licensing arrangements, including the addition of new Third-Party Software or modification of existing obligations. Datum will provide Customer with at least thirty (30) days’ prior written notice of any material update. If a material update would materially and adversely affect Customer’s rights, Customer may, as its sole remedy, terminate the affected services upon written notice within such thirty (30) day period, with a pro-rata refund of prepaid fees for the terminated services.
10. General
This Addendum is governed by the law specified in the MSA. In the event of any conflict between this Addendum and the terms of any Upstream Licensor identified in Schedule A, this Addendum controls between Datum and Customer; however, Customer acknowledges that Upstream Licensor terms may independently apply to Customer’s use of open source components (see Section 3.4). This Addendum may only be amended by a written instrument signed by authorized representatives of both parties, except as provided in Section 9. The parties are independent contractors. If any provision of this Addendum is found unenforceable, the remaining provisions continue in full force and effect.
SCHEDULE A — THIRD-PARTY SOFTWARE REGISTRY
This Schedule identifies the Third-Party Software currently incorporated into the Datum platform and the associated obligations applicable to Customer. Datum will update this Schedule upon addition or removal of Third-Party Software, subject to Section 9.
Draft: Schedule A entries below are template placeholders. Each entry must be completed with the specific obligations from the applicable reseller/partner agreement before execution. Tetrate entry reflects publicly available EULA terms only; final obligations are subject to the Datum-Tetrate partner agreement.| Field | Entry 1 — Tetrate (Placeholder) | Entry 2 — [Future Partner] | Entry 3 — [Future Partner] |
|---|---|---|---|
| Software | Tetrate Istio Subscription (TIS) / Tetrate Service Bridge (TSB) | [Vendor product name] | [Vendor product name] |
| Upstream Licensor | Tetrate.io, Inc., 691 S. Milpitas Blvd., Suite 217, Milpitas, CA 95035 | [Legal entity name] | [Legal entity name] |
| EULA / Terms URL | https://tetrate.io/eula | [URL] | [URL] |
| License Type | Subscription; Datum is licensee. Customer receives a service right, not a direct software license. | [Subscription / Perpetual / OEM] | [Subscription / Perpetual / OEM] |
| Open Source Base | Apache 2.0 (Istio / Envoy). Open source components are NOT restricted by this Addendum. | [Identify any open source components] | [Identify any open source components] |
| Internal Use Only? | No — Customer may use to deliver services to its own end customers. | [Yes / No] | [Yes / No] |
| Sublicensing Permitted? | No — Customer may not sublicense or redistribute TIS/TSB as a standalone product. | [Yes / No / Conditional] | [Yes / No / Conditional] |
| End User Flow-Down Required? | Yes — Customers must ensure End Users accept Tetrate EULA (or equivalent terms) at onboarding. Datum will provide standard click-through mechanism. | [Yes / No] | [Yes / No] |
| Export Restricted Territories | Crimea, Cuba, Iran, North Korea, Sudan, Syria; entities on BIS Denied Persons/Entity/Unverified Lists; OFAC SDN/Consolidated Sanctions List. (Per Tetrate EULA §11) | [List territories per vendor terms] | [List territories per vendor terms] |
| Prohibited Uses | Nuclear, chemical, or biological weapons; missile development; aeronautical, nuclear, medical life-sustaining systems. Competitive benchmarking without written consent. (Per Tetrate EULA §2.3) | [Specify per vendor terms] | [Specify per vendor terms] |
| Usage Reporting | Customer to report workload / vCPU counts to Datum quarterly, or within 10 business days of request. Basis for Datum’s upstream compliance obligations. | [Specify metric and cadence] | [Specify metric and cadence] |
| Audit | Datum may verify usage per Section 5. No direct Upstream Licensor audit rights against Customer. Tetrate has right to audit Datum (not Customer directly) per EULA §4.2. | [Confirm per vendor terms] | [Confirm per vendor terms] |
| Post-Termination Obligation | Customer must cease use and destroy all copies of any locally deployed TIS/TSB software upon termination. Written certification available upon request. (Per Tetrate EULA §9.2) | [Specify per vendor terms] | [Specify per vendor terms] |
| Additional Notes | TIS/TSB EULA governs under California law / Santa Clara County venue. Datum to confirm these do not override MSA governing law in the Datum-Tetrate partner agreement. | [Any vendor-specific notes] | [Any vendor-specific notes] |