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Alation Master Cloud Software License and Services Agreement and addenda

This article is about the contract documents that govern Alation licences: the Master Cloud Software License and Services Agreement, the On-Premises Software Addendum, the Federal Government End User Addendum, Support terms and the AI Acceptable Use Policy. It is not about user roles or consumption units, which have their own articles, and it is not legal advice.

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The Alation Master Cloud Software License and Services Agreement (MSA) is the contract through which Alation, Inc. licenses Alation Cloud, its hosted data intelligence platform, and provides support and professional services for it. The version reviewed is headed April 10, 2026.[1] The MSA, together with Orders, Statements of Work, exhibits and amendments, forms the “Agreement”. An Order or Statement of Work sets the Subscription Term and Fees, and without a signed Order the MSA does not itself commit the customer to buy anything.[1] Catalog proof: MSA licence is limited, revocable and for the Subscription Term.

Document set and versions

Alation publishes its online terms on a legal page that lists the MSA, the Online Data Privacy Addendum, Support, Security, the AI Acceptable Use Policy and the website terms.[2] The MSA states that two addenda modify it for particular customers: the On-Premises Software Addendum applies when the customer buys the on-premises software named in the Order, and the Federal Government End User Addendum applies to U.S. federal government entities.[1]

Which version applies depends on when a subscription began. The Legacy Agreements page says that, for a subscription started before April 10, 2026, the MSA of August 25, 2025 applies; before August 25, 2025, the MSA of February 1, 2025; before February 1, 2025, the MSA of August 31, 2024; before August 31, 2024, the MSA of August 30, 2023; and before August 30, 2023, the MSA of October 4, 2022.[3] The same page keeps dated versions of the On-Premises Software Addendum, the Data Privacy Addendum, Support and a Trial Use Agreement.[3] A licence manager should therefore record the subscription start date for each Order before reading any clause number in this article. Catalog proof: Subscriptions started before 2026-04-10 keep earlier agreement versions.

The MSA sets its own order of precedence: exhibits, addenda, appendices, schedules, attachments and amendments to the MSA come first, then the MSA, then Orders, then Statements of Work, unless an Order explicitly states that it supersedes an identified provision.[1] Terms in a customer purchase order are invalid.[1] Catalog proof: Purchase order terms are invalid.

Licence grant and restrictions

Section 2.2 grants “a limited, revocable, non-perpetual, non-exclusive, non-transferable license” to Use Alation Cloud during the Subscription Term, solely for internal use and business purposes, subject to compliance and timely payment of Fees.[1] Alation hosts the software, and the customer has no right to take possession of it.[1] Use means that the customer or its Affiliates may access, utilise or interact with Alation Technology, which includes Alation Cloud, the Documentation, the Alation Agent and related functionality.[1]

The restrictions bar reverse engineering, removing proprietary notices, developing competing products, allowing access by any competitor of Alation or unauthorised persons, sublicensing or renting, and circumventing agreed usage restrictions.[1] Customer breaches of the licence grant or these restrictions are carved out of the limitation of liability, so the liability cap does not protect the customer in a scope dispute.[1] Catalog proof: Competitors may not be given access; Licence breaches are outside the liability cap.

Section 10.9 says Alation Cloud may incorporate third-party open source software, and that the customer’s use of Alation Cloud does not require it to comply with the terms of those licences.[1]

Named Users, usage review and overage

A Named User is a specific employee or contractor authorised by the customer and identified by a unique email address.[1] Unless an Order says otherwise, each individual has a unique Named User identification that cannot be shared or used by more than one individual, and the Order specifies the number of Named Users and their user level.[1] Additional Named Users are bought by a further Order and, unless the Order says otherwise, run co-terminously with the Subscription Term in effect when they are added. Subscriptions may be reassigned to replacement users, who take the original term.[1] The customer is responsible for activity under its Named User accounts and agrees not to share credentials.[1] Catalog proof: Named User identifications cannot be shared; Additional Named Users are co-terminous; Named User subscriptions may be reassigned.

Section 2.4(c), Usage Monitoring, reserves Alation’s right to periodically review the customer’s use to confirm compliance with usage limits in the Order, and provides that, if the customer exceeds them, it pays for excess use at the then-current list prices.[1] The clause states no notice period, no audit procedure and no true-down right. Fees are non-refundable and non-recoupable except as the MSA provides, and failure to use Alation Cloud does not relieve the customer of the obligation to pay them.[1] Late undisputed amounts bear interest at the greater of 1.5 per cent a month or the highest lawful rate, and invoice disputes must be raised within ten days of the invoice date.[1] Catalog proof: Excess use is charged at current list prices; Unused subscriptions do not reduce Fees.

Affiliates of the customer may sign their own Orders, which create separate agreements that incorporate the MSA, and neither the customer nor its Affiliate has rights under the other’s agreement.[1] The MSA permits assignment without consent in a corporate reorganisation, change of control, merger or sale of substantially all related assets.[1]

Term, termination and exit

Either party may terminate for uncured material breach after thirty days’ notice, and for insolvency events. On expiry or termination the customer must stop using Alation Technology, all Orders and Licences end, outstanding payment obligations fall due, and Alation disables access and permanently deletes Customer Data and associated service accounts within thirty calendar days.[1] If the customer terminates for Alation’s material breach it is entitled to a pro-rata refund of prepaid unused Fees.[1] Catalog proof: Customer Data is deleted within 30 days of termination.

Service levels and support

Exhibit B sets a 99.5 per cent monthly target uptime for production environments that have been paid for. If the target is missed and the customer asks within twenty days after month end, it receives a credit of 1, 3 or 5 per cent of the monthly fees for uptime of 99.00 to 99.49, 95.00 to 98.99 and 90.00 to 94.99 per cent respectively, capped at 8 per cent of monthly fees and given as the sole remedy.[1] Planned Maintenance is excluded and may not exceed twenty hours in a calendar month. Non-production environments, including Trials, proofs of concept, Beta Versions and test or development environments, are outside the service level agreement whether or not paid for.[1] Catalog proof: Alation Cloud targets 99.5% monthly uptime; Service credits are capped at 8% of monthly Fees.

The separate Support document says Support starts on the Start Date in the Order and continues for the Subscription Term, and excludes implementation, launch, training and other professional services.[4] Standard Support uses four severity classes: P1 has a four-hour target response, P2 four business hours or the next business day, and P3 and P4 eight business hours or the next business day.[4] Customers that buy Mission Critical Support as a standalone purchase receive 24x7 handling of P1 and P2 incidents with one-hour and two-hour targets and a designated support engineer. Support delivered exclusively from within the United States is available only under a separate purchase, and Support is provided in English only.[4] Catalog proof: Mission Critical Support; USA-only regional support is a separate purchase.

Trials and Beta Versions

Alation may invite the customer to Trials and Beta Versions. They are for evaluation only, not for production use, may be subject to additional terms, and Alation is under no obligation to maintain, support, update or correct them.[1] The legacy page lists a separate Trial Use Agreement for trials started before August 25, 2025.[3] Catalog proof: Trials and Beta Versions are not for production use.

On-Premises Software Addendum

For customer-managed software the On-Premises Software Addendum (version August 25, 2025) amends the MSA. “Alation Software” replaces “Alation Cloud”, the Alation Agent and SLA definitions are deleted, and the customer’s right to Use is defined as installing on customer-owned or controlled computers and running one each of production, backup, test and development instances, up to the number of Named Users to which Alation provides licence keys.[5] The addendum deletes the customer data, security policy, audit report and service level provisions. It replaces the first sentence of Usage Monitoring with a right for Alation to audit the number of Named Users and customer usage quarterly, with the customer giving reasonable assistance and audits kept minimally invasive.[5] The software warranty lasts sixty days from delivery of the licence keys, with Support as the sole remedy except that an unresolved P1 or P2 error for a consecutive thirty days allows termination with a pro-rata refund.[5] Catalog proof: Customer-managed Use covers four instances up to the licensed Named Users; Customer-managed software carries a 60-day warranty from delivery of keys.

Federal Government End User Addendum

The Federal Government End User Addendum (version April 10, 2026) modifies the MSA for federal agency end users. Orders are negotiated between the prime contractor and the Federal Government, the licence grant no longer refers to timely payment, and the Usage Monitoring clause is replaced with a right to review the number of Named Users, connectors, apps and objects, with increased Fees if limits are exceeded and without a separate Order.[6] Its Software Audit Rights clause requires the end user, on written request, to certify in a signed writing that its use complies with the agreement, and allows Alation, on at least ten days notice, to audit Named Users, connectors, apps, objects and use, with audits under GSA prime contracts following GSAR 552.212-4(w)(ix).[6] The addendum also disclaims adherence to CMMC, FedRAMP and StateRAMP standards in the audit report clause.[6] Catalog proof: Federal end users certify compliance in a signed writing.

AI Acceptable Use Policy and governing law

The AI Acceptable Use Policy (last updated November 27, 2025) applies to features that incorporate AI. The customer may opt out of Alation’s AI features on a go-forward basis using the opt-out toggle, and Alation will not use Customer Data to train, evaluate or improve AI features except for anonymised data under the policy’s section 2.[7] Catalog proof: Customers may opt out of AI features.

The MSA is governed by Delaware law with exclusive jurisdiction in Delaware state courts by default; for customers in the United Kingdom, the European Economic Area and Switzerland by the law of England and Wales with the courts in London; and for Australian customers by the law of New South Wales.[1]

What the documents do not say

The cloud MSA defines no connector, object or data-source metric, so usage limits for those items depend on the Order. It sets no audit frequency, notice period or remediation period for the usage review, and it contains no true-down or mid-term reduction right. The consumption metering of AI products, and the licence-type mapping of roles, appear only in product documentation, which is undated and can change; both are covered in the related articles.[8][9]

References

  1. Alation Master Cloud Software License and Services AgreementSections 1, 2, 4, 5, 7, 9, 10 and Exhibit B. Headed "Version : April 10, 2026".Effective 2026-04-10. Retrieved 2026-10-08.
  2. Alation LegalIndex of the MSA, Online DPA, Support, Security, AI policy and Website Terms.Retrieved 2026-10-08.
  3. Alation Legacy Agreements notesEarlier agreement versions by subscription start date. Page is undated.Retrieved 2026-10-08.
  4. Alation SupportSeverity classes, Mission Critical Support, USA support. Version August 25, 2025.Effective 2025-08-25. Retrieved 2026-10-08.
  5. Alation On-Premises Software AddendumTerminology, Use, quarterly audit, deletions, software warranty. Version August 25, 2025.Effective 2025-08-25. Retrieved 2026-10-08.
  6. Alation Federal Government End User AddendumUsage Monitoring and Software Audit Rights. Version April 10, 2026.Effective 2026-04-10. Retrieved 2026-10-08.
  7. Alation AI Acceptable Use PolicyOpt-out, no training on Customer Data. Last updated November 27, 2025.Effective 2025-11-27. Retrieved 2026-10-08.
  8. Alation Consumption Unit (ACU) UsageRate card, packs, allocations, thresholds, renewals. Undated; states the Critical Data Manager rate has applied since July 1, 2026.Retrieved 2026-10-08.
  9. Understanding Alation Roles and License Types (Alation Cloud Service documentation)Roles, licence types, functionality by role. Undated.Retrieved 2026-10-08.

See also

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