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ThoughtSpot Cloud Subscription Agreement Review & Rating

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Top 5% contract ranking
Contract
Ranking
Top 5%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 5% for customer favorability.

0
Deal Breakers

80% customer favorability, based on 750 plus contract signals powered by Certify.

80%
Customer Favorable

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 5% IT contract. No structural blockers. Procurement-ready.

Contract Performance

Start with a quick risk summary, then compare this agreement to similar contracts.

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Topic
Rating
Details
Liability and Risk Allocation
100% Customer Favorable

Insurance

Insurance requirements

  • ThoughtSpot must carry general liability insurance
  • ThoughtSpot must carry workers' compensation insurance
  • ThoughtSpot must carry automobile insurance
  • ThoughtSpot must carry professional liability insurance
  • ThoughtSpot must carry errors and omissions insurance
  • ThoughtSpot must carry umbrella liability insurance
  • ThoughtSpot must carry data related insurance

Summary

Liability cap

  • ThoughtSpot's liability is capped at 12 months' fees
  • There is no secondary cap on ThoughtSpot's liability
  • Customer's liability is capped at 12 months' fees
  • There is no secondary liability cap on Customer's liability

Exceptions to the liability cap

  • Claims related to violations of Customer's IP rights are excluded from the cap on ThoughtSpot's liability
  • Claims related to gross negligence or recklessness are excluded from the cap on ThoughtSpot's liability
  • Claims related to fraud or willful misconduct are excluded from the cap on ThoughtSpot's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on ThoughtSpot's liability
  • Claims related to violations of ThoughtSpot's IP rights are excluded from the cap on Customer's liability
  • Claims related to gross negligence and/or recklessness are excluded from the cap on Customer's liability
  • Claims related to fraud and/or willful misconduct are excluded from the cap on Customer's liability
  • At least some indemnification obligations (other than relating to data or IP infringement) are excluded from the cap on Customer's liability

Excluded damages

  • One or more forms of indirect damages are excluded from ThoughtSpot's liability
  • One or more forms of indirect damages are excluded from Customer's liability

Exceptions to excluded damages

  • The damages excluded from ThoughtSpot's liability do not include claims related to violations of Customer's IP rights
  • The damages excluded from ThoughtSpot's liability do not include claims related to gross negligence or recklessness
  • The damages excluded from ThoughtSpot's liability do not include claims related to fraud or willful misconduct
  • The damages excluded from ThoughtSpot's liability do not include indemnification obligations relating to IP infringement
  • The damages excluded from Customer's liability do not include claims related to gross negligence or recklessness
  • The damages excluded from Customer's liability do not include claims related to fraud and/or willful misconduct
  • The damages excluded from Customer's liability do not include claims related to violation of ThoughtSpot's intellectual property rights
  • The damages excluded from Customer's liability do not include at least some indemnification obligations (other than relating to data or IP infringement)

Timing of claims

  • There are no limits on when claims must be brought by Customer
  • There are no limits on when claims must be brought by ThoughtSpot

Claims

  • ThoughtSpot indemnifies Customer for claims based on third-party IP infringement
  • Customer indemnifies ThoughtSpot for claims based on Customer's use of the service
  • Customer indemnifies ThoughtSpot for claims based on Customer's violation of limits on Customer's use of the service

Scope of obligations

  • ThoughtSpot's IP indemnification covers all types of IP
  • ThoughtSpot's indemnification obligations are the exclusive remedy for indemnified claims
  • ThoughtSpot's indemnification includes the obligation to provide a defense
  • ThoughtSpot's indemnification does not include the obligation to hold harmless
  • Customer's indemnification obligations are limited to third-party claims
  • Customer's indemnification obligations are the exclusive remedy for indemnifiable claims
  • Customer's indemnification includes the obligation to provide a defense
  • Customer's indemnification does not include the obligation to hold harmless

Limitations, conditions, or exclusions

  • Obligations include conditions regarding Customer's cooperation or ThoughtSpot's control of the defense
  • Obligations include conditions regarding Customer's use of the services in breach of the contract
  • ThoughtSpot's IP indemnity does not cover claims resulting from modifications, combinations, or use of an outdated version of the service
  • ThoughtSpot's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Customer must notify ThoughtSpot of an indemnifiable claim
  • Obligations include conditions regarding ThoughtSpot's cooperation or ThoughtSpot's control of the defense
  • Customer's indemnity obligations include conditions regarding settlements
  • There are time constraints on when ThoughtSpot must notify Customer of an indemnifiable claim

Warranties Offered

SLAs

  • ThoughtSpot offers an SLA regarding uptime
  • The specified remedy for ThoughtSpot's violation of the uptime SLAs is credit or refunds
  • The specified remedy for ThoughtSpot's violation of an uptime SLA is the exclusive remedy
  • ThoughtSpot offers some other form of SLA
  • There is no specified remedy for ThoughtSpot's violation of the other form of SLA

Other warranties

  • ThoughtSpot warrants that the services will meet specified standards of care or conduct

Implied warranties

  • ThoughtSpot disclaims some or all implied warranties
Data & Privacy
80% Customer Favorable

Data Rights

Data provided by Customer

  • ThoughtSpot does not claim ownership of any data provided by Customer
  • ThoughtSpot does not receive usage rights in any data provided by Customer beyond what is necessary to improve or provide the services

Data Security

Subprocessor obligations

  • The contract lists or references a list of some subprocessors
  • ThoughtSpot is required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • ThoughtSpot makes contractually binding data security commitments

Third party audits, standards, or certifications

  • ThoughtSpot commits to comply with at least one third-party data security audit, standard, or certification
  • ThoughtSpot commits to Soc 2 audits
  • ThoughtSpot commits to ISO 27001 standards and/or certification
  • There are no qualifications and/or limitations to ThoughtSpot's commitments to comply with third-party data security audits, standards, or certifications

Data breach notification policy

  • ThoughtSpot commits to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

  • Customer must provide some protection of ThoughtSpot's confidential information

Customer's confidential information

  • ThoughtSpot must provide some protection of Customer's confidential information
  • ThoughtSpot explicitly commits not to disclose Customer's confidential information, except as necessary to provide the services
  • ThoughtSpot explicitly commits not to use Customer's confidential information, except as necessary to provide the services

Mutuality

  • All commitments concerning confidential information are mutual

Residuals clause

  • There is a residuals clause

Warranties Offered

Compliance with documentation/specifications

  • ThoughtSpot warrants that the services will comply with certain documentation and/or specifications, but the warranty has some conditions or qualifications
Commercial & Payment Terms
60% Balanced Favoring Customer

Payment Terms

Late payment penalties

  • There are penalties for late payments

Payments due

  • Customer has at least 30 days to pay

Vendor's expenses

  • ThoughtSpot does not reserve the right to bill Customer for any expenses incurred by ThoughtSpot
Term, Termination, & Control
70% Customer Favorable

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause

Refunds

  • Customer's termination rights include the right to a refund

Auto-renewal

  • The contract and/or any order under it does not auto-renew

Vendor's termination and suspension rights

  • ThoughtSpot does not receive the right to terminate the contract for convenience
  • Customer has between 11 and 30 days to cure a breach before ThoughtSpot can terminate for cause
  • ThoughtSpot may suspend Customer's access to the service for payment-related issues
  • ThoughtSpot may suspend Customer's access to the service for violation of ThoughtSpot's policies and/or guidelines
  • ThoughtSpot may suspend Customer's access in order to prevent material harm
IP & Ownership
50% Balanced

Customer's IP

Licenses to Customer IP

  • ThoughtSpot receives a right to Customer's suggestions and/or feedback

Assignment of Customer IP or work product

  • Customer does not assign any work product or other IP to ThoughtSpot

Warranties Offered

Other warranties

  • ThoughtSpot provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
70% Customer Favorable

Summary

Non-compete

  • There are no restrictions on Customer's ability to compete as long as Customer doesn’t violate the agreement or use the services to compete

Non-solicit

  • There are no restrictions on Customer's right to solicit

Exclusivity

  • There are no restrictions on Customer's ability to procure similar products or services from other vendors

Vendor's assignment rights

  • ThoughtSpot is allowed to assign in the event of a merger or acquisition
  • ThoughtSpot is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting ThoughtSpot's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting ThoughtSpot's ability to assign the contract
  • There are restrictions or conditions on ThoughtSpot's right to assign to a competitor of Customer

Customer's assignment rights

  • Customer is allowed to assign in the event of a merger or acquisition
  • Customer is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting Customer's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting Customer's ability to assign the contract
  • There are restrictions or conditions on Customer's right to assign to a competitor of ThoughtSpot
Contract
Rating
ThoughtSpot
Cloud Subscription Agreement
80% Customer Favorable
Oracle
Cloud Services Agreement
50% Balanced
Tableau
Main Services Agreement
50% Balanced
Omni Analytics
Cloud Service Agreement
50% Balanced
AWS
Customer Agreement
80% Vendor Favorable
DigitalOcean
Terms of Service Agreement
100% Vendor Favorable

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

Frequently Asked Questions

Find quick answers to the most common questions about our platform, process, and agreements.

Data platforms often aggregate, replicate, and process information across distributed environments, cloud regions, and integrated third-party systems. Compliance teams therefore scrutinize transfer provisions closely when agreements contain vague cross-border processing rights, broad subprocessor permissions, or limited visibility into infrastructure locations. Additional review is common when vendors reserve unilateral authority to move operational workloads or customer datasets without structured notification and governance controls.

Buyers typically compare transfer frameworks against vendors handling similar categories of analytics, operational, customer, or regulated enterprise data. Agreements tend to appear more market aligned when they define processing regions clearly, maintain transparency around subprocessor environments, and provide structured obligations tied to international transfers and replication practices. Contracts may create procurement friction when transfer rights remain operationally broad relative to the sensitivity and scale of the data involved.

Escalation frequently occurs when transfer provisions conflict with privacy commitments, security documentation, or customer-governance requirements discussed during procurement. Compliance and security teams also pay close attention to whether backup environments, disaster-recovery systems, and analytics infrastructure fall within the defined transfer framework. Broad operational discretion or inconsistent drafting across related documents often signals elevated governance and regulatory risk requiring additional review.

Data platforms frequently become foundational infrastructure supporting analytics, operational reporting, machine learning, and cross-system integration workflows. Enterprise buyers therefore evaluate transfer rights not only for regulatory alignment but also for operational accountability, auditability, and long-term governance stability. Agreements that leave regional processing practices or downstream infrastructure visibility operationally ambiguous typically generate additional legal, procurement, and compliance friction before approval.

Why this Matters

See value, risks, and position at a glance for better decisions.

A certified contract gives buyers an immediate signal that the agreement has already been independently reviewed against objective standards, so they do not need to start from a blank slate. That means procurement and legal can focus on any truly exceptional issues instead of re-litigating the whole paper, helping the vendor get to usage faster.

When a contract is benchmarked and certified as Balanced or Customer Favorable, buyers know the core terms are already aligned with market norms and defined fairness criteria. That reduces the instinct to redline broadly, because the agreement has already cleared a credibility threshold before negotiation begins.

Certification gives internal stakeholders a common, data-backed basis for approval, which lowers the time spent debating whether the contract is “acceptable”. In practice, that lets procurement, legal, and finance move from review mode to decision mode much faster.

A certified contract signals transparency: the vendor is willing to have its terms independently assessed and publicly displayed as fair, balanced, and market-aligned. That kind of external proof reduces suspicion about hidden risk and makes buyers more comfortable moving forward.

Because certification removes uncertainty early, buyers can spend less time negotiating standard terms and more time deciding whether the product is the right fit. TermScout positions this as a way to cut negotiation friction and accelerate time to signature, which directly shortens the overall deal cycle.

How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

Risks and non-negotiables flagged early.

4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Cloud Subscription Agreement ("CSA") for ThoughtSpot, Inc.. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

In order to qualify for Certification, a contract must meet the following criteria:

  • Achieve a TermScout rating of Balanced or Customer Favorable, and
  • Be free of all designated Deal Breaker clauses.

The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.

A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract here.)

This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.

Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:

This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.

Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.

Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply.

Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business.

Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. This clause presents major risks to a company's ability to comply with such laws.

It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.

Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Comparable Contracts: We'll show a list of contracts sorted by favorability ratings and allow for the comparison of similar contracts based on position, industry, and contract type.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Certified Contract Reports contain only a subset of the above data. To access all of the data available, create a free account here and search for the desired contract in Triage.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the CSA for ThoughtSpot and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with ThoughtSpot and "Vendor" means ThoughtSpot.

References herein to the "Agreement" are to the following documents:

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

No additional notes to customer for this report.

View a full breakdown of our contract certification deal breakers.

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