This is an archived version of the Marketplace Addendum which is no longer in effect. View the current version of the Marketplace Addendum.

Version Date: January 1, 2023

This Marketplace Addendum (“Addendum”) forms a part of the Customer Agreement or, if Customer has entered into a separate agreement with Twingate that incorporates this Addendum by reference, then it forms a part of such written agreement (in either case, the “Agreement”).

This Addendum sets forth the terms applicable to your access to, and use of Services you have subscribed to through a Marketplace. This Addendum does not apply with respect to any Services that you have not subscribed to through a Marketplace. If you have accepted an Order Form (as defined in this Addendum), the Services ordered under that Order Form are considered to be subscribed to through a Marketplace. 

1. Definitions

1.1. Definitions. In this Addendum:

“Marketplace” means any of the following software or software-as-a-service marketplaces operated by an independent third party authorized by Twingate to market Twingate products and services for trial or purchase under the terms of this Addendum:

• Datadog Marketplace (https://app.datadoghq.com/marketplace)

“Marketplace Offer” means an offer by Twingate to Customer, as set forth on a Marketplace listing page that presents Twingate’s services for trial or purchase, to subscribe to such services. A Marketplace Offer includes any Twingate policies, procedures, and additional terms referenced or incorporated on such listing page.

“Order Form” means: (a) the Marketplace Offer that Customer has accepted; or (b) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum.

1.2. Interpretation. Capitalized terms used but not otherwise defined in this Addendum have the meanings given to them in the Agreement.

1.3. Order Form Redefinition. The definition of “Order Form” under the Customer Agreement is amended to match the definition of such term under Section 1.1 of this Addendum.

1.4. Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) any written amendment agreed by the parties; (b) any Order Form (other than a Marketplace Offer); (c) any Marketplace Offer; (d) this Addendum; and (e) the Agreement.

2. Applicability

2.1. Marketplace Offer. The offer of the Services through a Marketplace, and Customer’s use and purchase of the corresponding Services through the Marketplace, constitutes each party’s respective acceptance of this Addendum and their entry into this Agreement.

3. Subscriptions, Fees & Payment Terms

3.1. Fees. Notwithstanding anything to the contrary in the Agreement, Fees, Overages, and any applicable taxes will be billed to Customer by the Marketplace provider (and not directly by Twingate).

3.2. Invoices. Customer and a Marketplace provider may have agreed to apply different payment terms to the purchase of Services through that provider’s Marketplace. In such a case, those payment terms may apply instead of the payment terms specified in the Customer Agreement.

3.3. Card Payments. Section 3.9 (Card Payments) of the Agreement is not applicable.

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ADDITIONAL MARKETPLACE TERMS

The terms below only apply if Customer is purchasing the Services through the applicable Marketplace.

Datadog Marketplace

DD1. Marketplace Provider. The Datadog Marketplace is provided by Datadog, Inc. (“Datadog”).

DD2. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Datadog Marketplace.

DD3. Acknowledgements. Customer acknowledges that: (a) Twingate and not Datadog is the seller of record and provider of the Services; (b) nothing in this Agreement affects Customer’s obligations under its agreements with Datadog; (c) Datadog does not assume, and expressly disclaims, any and all liability for the acts and obligations of Twingate relating to the Services and this Agreement; and (d) Twingate may use information submitted to Twingate via the Datadog Marketplace for the purposes of marketing products and services to Customer, subject to applicable law and compliance with opt out requests.