Last Updated: June 16, 2025
This Addendum Adding Metabot AI Add-On Service (this “Addendum”) is by and between Metabase, Inc. (“Metabase”) and the business entity corresponding to the applicable Metabase user account accepting this Addendum (“Customer”), and is effective on the date which Customer accepts (e.g., by click-accept) this Addendum (“Addendum Effective Date”). Metabase and Customer have executed either a Commercial Software License Agreement or Hosted Subscription Services Agreement prior to the Addendum Effective Date (as applicable, the “Agreement”). BY DULY ACCEPTING (E.G., VIA CLICK-ACCEPT OR OTHERWISE) THIS ADDENDUM OR OTHERWISE ACCESSING OR UTILIZING THE METABOT AI SERVICE (DEFINED BELOW), (I) THE INDIVIDUAL ACCEPTING THIS ADDENDUM ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS ALL NECESSARY RIGHTS, PERMISSIONS, AND AUTHORITY TO ACT ON BEHALF OF, AND ENTER INTO THIS ADDENDUM ON BEHALF OF, CUSTOMER, AND TO BIND CUSTOMER TO THIS ADDENDUM; AND (II) CUSTOMER HEREBY AGREES TO BE BOUND BY AND FULLY ADHERE TO THIS ADDENDUM. Capitalized terms used but not otherwise defined in this Addendum will have the meanings ascribed to them in the Agreement. Metabase and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.
1. Metabot AI Add-On Service
Metabase offers certain functionality powered by artificial intelligence, including natural language interfaces and related capabilities, which integrates with and is a part of the Software Services (defined below) and which is designed to allow users to interact with, and query the Software Services using natural language to generate certain data analytics, visualizations, and dashboards (the “Metabot AI Service”). For purposes of this Addendum, “Software Services” means either the Software or Subscription Services, as applicable, as defined in the Agreement. For purposes of the Agreement, the Metabot AI Service is deemed a part of the Software Services.
2. Evaluation License
Notwithstanding anything to the contrary in the Agreement, including any license grant to Software therein, subject to Customer’s compliance with the Agreement (including without limitation this Addendum), Metabase hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use the Metabot AI Service in connection with Customer’s use of the Software Services licensed under the Agreement. Additionally, Customer will have a limited right, during the Addendum Term, to use the data, content, and information (e.g., responses and suggestion) generated by the Metabot AI Service and provided directly to Customer as a result of Customer’s use of the Metabot AI Service (“Output”), solely for Customer’s internal business purposes in connection with its use of the Metabot AI Service. If Customer’s Agreement includes its right to embed the Software Services within its Customer Application pursuant to Section 1.3 of the Agreement, then Metabase grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to embed the Metabot AI Service, solely as part of the broader Software Services, and solely in the manner as granted in Section 1.3 of the Agreement to the Software Services. If Customer’s Agreement includes the right to distribute the Software Services pursuant to Section 1.4 of the Agreement, then Metabase grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to distribute the Metabot AI Service, solely as part of the broader Software Services, and solely in the manner as granted in Section 1.4 of the Agreement to the Software Services. Customer may not decompile, disassemble, or reverse engineer any Output, or use Output for any purpose or in any manner which could be competitive with the Metabot AI Service, Software Services, or Metabase.
3. Data Rights
3.1 Customer-Provided Data. As between Metabase and Customer, Customer will own all right, title, and interest in and to all data, information, and materials which it transmits, submits, uploads, provides, or makes available to the Metabot AI Service (“Customer-Provided Data”). Customer hereby grants Metabase a non-exclusive, worldwide, royalty-free right and license to (i) use, host, reproduce, display, perform, modify the Customer-Provided Data; and (ii) disclose and share Customer-Provided Data with Metabase’s third-party artificial intelligence and large language model service providers (“Third-Party AI Providers”), in each case for the purpose of hosting, operating, improving, and providing the Metabot AI Service and Metabase’s other technologies during the Addendum Term.
3.2 Representations and Warranties. Customer represents and warrants that (i) it has obtained and will obtain and continue to have all necessary rights, permissions, licenses, consents, and authority to provide Customer-Provided Data to the Metabot AI Service; and (ii) Metabase’s use of the Customer-Provided Data in accordance with this Addendum will not violate any applicable laws or regulations or infringe a third party’s intellectual property rights.
3.3 Standard Contractual Clauses. If Customer-Provided Data that is personal data and originates in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Metabase in a country that has not been found to provide an adequate level of protection under applicable data protection laws, the parties agree that the transfer shall be governed by Module One’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s signature to the Addendum shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
4. Third-Party Services
Certain features and functionalities within the Metabot AI Service may allow Customer to interface or interact with, access and/or use third-party services and technology, including without limitation the large language and machine learning models incorporated or accessible therein, which are provided by Third-Party AI Providers (collectively, “Third-Party Services”). Metabase does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Metabot AI Service caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Metabot AI Service.
5. Term of Addendum
5.1 Addendum Term. This Addendum is effective on the Addendum Effective Date and is coterminous with the Agreement, unless earlier terminated in accordance with the terms herein (“Addendum Term”).
5.2 Termination for Convenience. Customer acknowledges that the Metabot AI Service in is “beta” development status and is licensed to Customer for evaluation purposes. As such, Metabase may terminate this Addendum for convenience (for any or no reason) upon fourteen (14) days’ written notice to Customer.
5.3 Termination on Termination of Agreement. This Addendum will automatically and immediately terminate in the event the Agreement terminates or expires for any reason.
5.4 Effect of Termination. In the event this Addendum terminates or expires for any reason, the license in Section 1 of this Addendum will terminate and Customer will immediately cease access and use of the Metabot AI Service.
5.5 IP Ownership. Metabase owns and retains all right, title, and interest, in and to the Metabot AI Service, the underlying technology used to develop and provide the Metabot AI Service, and Output.
Disclaimers
7.1 General. THE METABOT AI SERVICE, OUTPUT, AND ANY THIRD-PARTY SERVICES, ARE PROVIDED ON AN “AS IS” BASIS AND METABASE MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, THAT THE METABOT AI SERVICE, OUTPUT, OR ANY THIRD-PARTY SERVICES ARE FREE FROM DEFECTS, ERRORS, INACCURACIES OR BUGS.
7.2 AI/ML. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE METABOT AI SERVICE MAY, IN SOME SITUATIONS, PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER-PROVIDED DATA INPUTTED INTO THE METABOT AI SERVICE AND CUSTOMER’S COMPLIANCE WITH THIS ADDENDUM AND THE AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, METABASE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY CUSTOMER-PROVIDED DATA OR OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER-PROVIDED DATA, OUTPUT, OR THEIR USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE, AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.
7.3 Acknowledgment of Development Status. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) THE METABOT AI SERVICE IS STILL UNDER DEVELOPMENT AND HAS NOT BEEN COMMERCIALLY RELEASED BY METABASE OR OTHERWISE DISCLOSED TO THE PUBLIC; (II) THE METABOT AI SERVICE MAY NOT OPERATE PROPERLY, BE IN FINAL FORM, OR FULLY FUNCTIONAL; (III) THE METABOT AI SERVICE AND OUTPUT MAY CONTAIN ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS; (IV) IT MAY NOT BE POSSIBLE TO MAKE THE METABOT AI SERVICE FULLY FUNCTIONAL; (V) THE INFORMATION OBTAINED USING THE METABOT AI SERVICE (INCLUDING OUTPUT) MAY NOT BE ACCURATE; (VI) USE OF THE METABOT AI SERVICE MAY RESULT IN UNEXPECTED RESULTS, LOSS OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OR OTHER UNPREDICTABLE DAMAGE OR LOSS; (VII) METABASE IS UNDER NO OBLIGATION TO RELEASE A COMMERCIAL VERSION OF THE METABOT AI SERVICE; AND (VIII) METABASE HAS THE RIGHT UNILATERALLY TO ABANDON DEVELOPMENT OF THE METABOT AI SERVICE, AT ANY TIME AND WITHOUT ANY OBLIGATION OR LIABILITY TO CUSTOMER.
Indemnification; Limitation of Liability
8.1 Indemnity. Without limitation to the indemnity obligations in the Agreement, Customer will defend and indemnify Metabase, at Customer’s expense, against any legal action brought against Metabase by a third party arising from Customer’s breach of its representations and warranties set forth in Section 3.2 of this Addendum.
8.2 Limit of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, INCLUDING WITHOUT LIMITATION THE LIMITS AND/OR CAPS ON LIABILITY SET FORTH THEREIN, IN NO EVENT WILL METABASE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS ADDENDUM OR THE METABOT AI SERVICE EXCEED FIVE HUNDRED DOLLARS, ($500) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT METABASE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
MISCELLANEOUS
9.1 Miscellaneous. If there is a conflict or inconsistency between this Addendum and the Agreement, this Addendum will govern. The Agreement shall remain in full force and effect in accordance with its terms. This Addendum may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same document.
EXHIBIT A TO THE ADDENDUM
This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum.
The parties agree that the following terms shall supplement the Standard Contractual Clauses:
1. Supplemental Terms
The parties agree that: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the Swiss Federal Act on Data Protection. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) the optional text in Clause 11 is deleted; and (v) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
2. Annex I
Annex I to the Standard Contractual Clauses shall read as follows:
A. List of Parties
Data Exporter: Customer
Address: As set forth in the Agreement.
Contact person’s name, position, and contact details: As set forth in the Agreement.
Activities relevant to the data transferred under these Clauses: As set forth in the Addendum.
Role: Controller.
Data Importer: Metabase
Address: As set forth in the Agreement.
Contact person’s name, position, and contact details: As set forth in the Agreement.
Activities relevant to the data transferred under these Clauses: As set forth in the Addendum.
Role: Controller.
B. Description of the Transfer:
Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred under the Clauses
Categories of personal data transferred: The categories of personal data that are transferred under the Clauses.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Any Sensitive data that is transferred under the Clauses.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the technology used by the parties, or as otherwise agreed upon by the parties.
Nature of the processing: As set forth in the Addendum.
Purpose(s) of the data transfer and further processing: As set forth in the Addendum.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with its applicable privacy policy or privacy notice.
C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.
3. Annex II
Annex II of the Standard Contractual Clauses shall read as follows:
Data importer shall implement and maintain technical and organizational measures designed to protect personal data.
4. Annex III
A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:
The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.
Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.
Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to, including the Appendix Information, effective as of the effective date of the Addendum.
Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.
Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.
5. Clarifying Terms
The parties agree that the termination right contemplated by Clause 14(f) and Clause 16(c) of the Standard Contractual Clauses will be limited to the termination of the Standard Contractual Clauses.