This agreement is for the provision of a hosted version of Snowplow’s BDP software (Agreement) and is made by and between Snowplow Analytics Inc, a company incorporated in the state of New York with registered number 5048877 and with its registered office at: 149 New Montgomery Street, Suite 315, San Francisco, CA, 94105, United States (Snowplow) and the person or entity who has submitted their details via the Platform requesting access to the Product (Customer).
1 Interpretation
1.1 The following terms shall have the following meanings in this Agreement:
Applicable Law means the internal laws of the State of New York and any other international laws which are applicable generally to products similar to the Product, and excludes any laws which affect the Customer but not Snowplow;
Customer Data means any data whether personal data, behavioral data, event data and/or any other type of information which is uploaded to, stored on or processed by the Product during the Term of this Agreement;
Data Protection Legislation means any applicable data privacy legislation including, without limitation, the California Consumer Privacy Act, the Canadian Consumer Privacy Protection Act and any amendment, consolidation, re-enactment or replacement thereof, and any other legislation of equivalent purpose or effect enacted in the United States of America or, where relevant, Canada;
Effective Date means the date that the Customer completes the set up procedures as set out in clause 2.1 and is granted access to the Platform;
Intellectual Property Rights means any patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Platform means the web hosted environment where the Customer may access and configure the Products and Services;
Product(s) means Snowplow’s software (which is a combination of Snowplow’s open-source software plus further privately licenced Snowplow software) and as further described in the product description webpage (Product Description).
Data Storage Target means the destination for the Customer Data which is a dedicated database and determined by the Customer as part of this Agreement;
Services means, in respect of a Product, technical support and maintenance services for that Product;
Term means the term of this Agreement from the Effective Date to the expiry of this Agreement.
Use means, in respect of the Product, only those acts of collecting, storage, loading, modeling and analyzing as are reasonably necessary to the Customer’s enjoyment of the Product in accordance with this Agreement.
User means any individual or representative of the Customer, including the Customer’s employees, officers, directors, consultants and advisors that the Customer provides with access to the Platform.
2 Set up procedure
2.1 If the Customer meets all of the criteria required as set out at the time of registration on the Platform, and by correctly completing and following each step as indicated on the Platform, the Customer may subscribe to the Products and Services.
2.2 It is the Customer’s responsibility to provide the details of the Data Storage Target to Snowplow. Snowplow shall not be liable for failure or delay in setting up the Product as a result of a failure or delay of the Customer to provide details of the Data Storage Target or any other required information.
2.3 Snowplow may, at its sole discretion, refuse to allow any person or company to Use the Products and Services and/or have access to the Platform, at any time, either before or after the Customer has signed up, without having to explain its refusal. In the event of a termination pursuant to this clause 2.3 Snowplow shall reimburse the Customer for any monies already paid up front.
2.4 The Customer shall be deemed to have accepted the terms and conditions of this Agreement by following the process set out in clause 2.1 and by ticking a box on the Platform. The terms and conditions set out in this Agreement are available for the Customer to read and download via this webpage.
2.5 The Customer undertakes to bring the Agreement to the attention of any User and to ensure that any User complies with the provisions of the Agreement.
2.6 The parties agree that the Data Storage Target shall be Snowflake.
3 License to use the Products
3.1 Snowplow grants the Customer a non-exclusive, non-assignable license to Use the Product from the Effective Date until the termination of this Agreement pursuant to the terms and conditions of this Agreement.
3.2 The Customer will not (and will not permit or encourage any other person to):
a) reverse engineer, disassemble, decompile or translate any Product, or otherwise attempt to derive the source code of any Product, except to the extent explicitly allowed under applicable law which cannot be waived by contracting parties; or
b) resell, lease, rent, license, sublicense, transfer, assign, or redistribute or otherwise make the Product or the benefit of the Products available to any third party; or
c) use or deal with any Product in any way which is unlawful in any relevant jurisdiction, or to process any Customer Data which is unlawful, defamatory, harassing, obscene.
d) create derivative works based on the Products (including the Software); or
e) access all or any part of the Product and/or Services and any related documentation provided by Snowplow in order to build a product or service which competes with the Product and/or Services; or
f) use the Product and/or the Services as part of a benchmarking or similar exercise with other products and/or services of a similar nature or type; or
g) modify, alter, delete, remove, or obscure any copyright, trademark, patent or other proprietary notices or legends that appear on or are affixed to the Products during the use and operation thereof.
4 Charges
4.1 The Customer will pay all amounts due to Snowplow under this Agreement (Charges) in full and without any set-off, counterclaim, deduction or withholding.
4.2 The Customer shall adhere to the terms and conditions of the payment system that is set up as part of the registration process described in clause 2.1. Snowplow makes no warranty or guarantees regarding any aspects of the payment process and Customer acknowledges and agrees that the payment system is provided by a third-party provider.
4.3 The Charges shall be due monthly, with the first payment due up front upon gaining access to the Platform, and every 1 month thereafter unless and until this Agreement is terminated. On the termination of this Agreement, any Charges that haven’t yet become due shall become due and payable on the date of termination.
4.4 Customer shall receive a notification 7 days prior to a monthly payment being taken.
4.5 If the Customer has not paid the Charges by its due date for payment, Snowplow’s payment provider shall automatically re-try to take payment and shall send notification(s) to the Customer that amounts are outstanding. If the Charges are not settled Snowplow may suspend the Customer’s access to the Platform.
4.6 If the Customer’s access to the Platform is suspended for any reason (including non payment of the Charges) Customer Data may not be processed and/or may not be sent to the Data Storage Target. Should the Customer’s access to the Platform be reinstated, for example, following settlement of the Charges, the Products and Services shall resume as configured by the Customer immediately prior to the suspension of access.
4.7 Snowplow shall not be liable to the Customer for any loss of Customer Data during any period where the Customer’s access to the Platform has been suspended.
4.8 If the Customer provides credit card information to Snowplow to enable payment of the Charges:
4.8.1 the Customer shall ensure that such information is valid and up-to-date and the use of the credit card to make payment of the Charges is authorised;
4.8.2 the Customer shall promptly update their account information with any changes to such information that may occur;
4.8.3 the Customer authorises Snowplow to charge the Charges to such credit card on the due date for their payment;
4.8.4 the Customer authorises Snowplow and its processors to hold such information in order to charge such Charges to such credit card until such time as all Charges have become due and have been paid in full; and4.8.4 if any credit card transaction to pay the Charges using such information is rejected or denied the Customer shall immediately pay the Charges by alternate means. If Snowplow incurs any fees for any failed transaction using such credit card it may recover such fees from the Customer as additional Charges.
4.8.5 if any credit card transaction to pay the Charges using such information is rejected or denied the Customer shall immediately pay the Charges by alternate means. If Snowplow incurs any fees for any failed transaction using such credit card it may recover such fees from the Customer as additional Charges.
5 Software and Services provided ‘as is’
5.1 Snowplow will use its reasonable efforts to provide the Products and Services as Snowplow deems appropriate (in its sole discretion).
5.2 Snowplow may assist the Customer on an ad hoc basis with any advice, opinion, statements or additional services (Statements) with the intention of helping the Customer (where requested by the Customer) to achieve the full benefit of the Products. The Customer agrees that any such Statements are made by Snowplow in goodwill and under the terms and conditions of this Agreement and as such the Customer shall not place any reliance on any such Statements.
5.3 During the Term of this Agreement the Product and Services are provided “as is” without any warranty and Snowplow does not represent or warrant to the Customer that: (A) the Customer’s Use of the Product will meet the Customer’s requirements, (B) Customer’s use of the Product during the Term will be uninterrupted, timely, secure or free from error.
5.4 The Customer acknowledges and agrees that the Product shall process a maximum number of events per second as further defined and set out in the Product Description (Maximum Rate Limit). Any request generated or sent to the data pipeline in excess of the Maximum Rate Limit will not be loaded to the Data Storage Target.
5.5 Notwithstanding clause 5.4, there shall be a maximum limit on the total number of events that Snowplow can process through the Platform in any given calendar month (Event Volume Capacity) which shall be set by Snowplow acting commercially reasonable. In the event that the Event Volume Capacity is exceeded more than once, Snowplow shall have the right to suspend the Customer’s access to the Platform.
6 Updates
6.1 Snowplow reserves the right to apply any: (1) security updates; (2) fixes to any bugs or anticipated issues; and/or (3) any other immaterial changes without notifying the Customer. Should Snowplow need to make any changes of a material nature that may negatively impact the performance of the Product, Snowplow shall send a notification to the Customer either on the Platform and/or by email, providing a reasonable notice period prior to the date proposed for its roll out.
7 Representations and Warranties
7.1 Each of Snowplow and the Customer represents and warrants that it has all necessary consents, approvals and authorities to enter into and perform this Agreement.
8 Security
8.1 Snowplow shall grant Customer access to the Products and Services via the Platform.
8.2 Each of Snowplow and the Customer will keep the relevant account access credentials secure and will not disclose them to any other person. Where Snowplow and the Customer exchange access credentials, they will do so using an appropriate secure methodology or service. Each of Snowplow and the Customer will ensure that it uses that methodology or service correctly and in accordance with best security practice.
8.3 Customer shall not permit any malicious code, viruses, worms, time bombs, Trojan horses, malware and other harmful or malicious code, files script, agents or programme to be transmitted to the Products via Snowplow’s Platform or otherwise uploaded to the Data Storage Target or otherwise use the Product for any purpose other than the intended Use of this Agreement. Customer shall indemnify and defend Snowplow against any damages, liabilities, fines, costs, or reasonable expenses arising out of or resulting from any breach by Customer of this clause 8.
9 Data Protection
9.1 The Customer acknowledges and agrees that it is the Customer’s sole responsibility to determine what (if any) Personal Data will be collected as part of the collection of the Customer Data, how it will be Processed by Snowplow and for what purpose.
9.2 The parties agree that for the purposes of the Data Protection Legislation, the Customer is the Controller and Snowplow is the Processor for the duration of this Agreement and the scope of the Processing performed by Snowplow shall be limited to the extent necessary for the Customer to receive the benefit of the Products and Services as set out in this Agreement.
9.3 Snowplow shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data that is not wholly or directly attributable to the Processing activities performed by Snowplow.
9.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Snowplow has no liability whatsoever arising out of or in connection with any unlawful Processing where that unlawful Processing is as a result of a failure of the Customer to comply with all applicable requirements of the Data Protection Legislation, including obtaining the necessary consent of Data Subjects.
Snowplow Obligations
9.5 Snowplow shall, in relation to any Personal Data Processed in connection with the performance by Snowplow of its obligations under this Agreement:
a) Process that Personal Data only as per the agreed purpose of supporting the Product and Services as set out in this Agreement. Snowplow will not Process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. Snowplow must promptly notify the Customer if, in its opinion and if it becomes aware, the Customer’s instructions do not comply with the Data Protection Legislation.
b) ensure that it has in place appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
c) notify the Customer without undue delay on becoming aware of a Data Breach;
d) not disclose the Personal Data to any third parties (save for authorised Sub-Processors) and unless the Customer or this Agreement specifically authorises the disclosure, or as required by Data Protection Legislation, a court or regulator (including the Commissioner) to Process or disclose the Personal Data to a third-party, Snowplow must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the Data Protection Legislation prohibits the giving of such notice.
e) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of this Agreement unless required by the Data Protection Legislation; and
f) maintain materially complete and accurate records and information to demonstrate its compliance with this clause 9.
g) reasonably assist the Customer, at the Customer’s cost, with meeting the Customer’s compliance obligations under the Data Protection Legislation, strictly in relation to the Processing undertaken by Snowplow and taking into account the nature of Snowplow’s Processing and the information available to Snowplow, including in relation to any Data Subject’s rights; and
h) ensure that all of its personnel with access to that Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
i) taking into account the nature of the Processing and insofar as is possible, assist the Customer (at the Customer’s cost) with the fulfilment of the Customer’s obligation to respond to requests by Data Subjects to exercise their rights under the Data Protection Legislation over that Personal Data, by providing relevant information requested by the Customer and copies of relevant Personal Data requested by the Customer within a reasonable time and in a commonly used electronic format, in each case unless that information or relevant Personal Data is already accessible to the Customer without Snowplow’s intervention;
j) taking into account the nature of the Processing and the information available to Snowplow, assist the Customer (at the Customer’s cost) in carrying out privacy impact assessments pursuant to article 35 GDPR and prior consultations pursuant to article 36 GDPR in respect of that Personal Data, by providing such relevant information about the Processing carried out by Snowplow as the Customer may reasonably request
Sub-Processors
9.6 The Customer agrees that Snowplow is required to engage a Sub-Processor for the cloud computing infrastructure, a current list of Sub-Processors is available on Snowplow’s website under the Product Description page. Snowplow reserves the right to change Sub-Processors, and will provide notice of such change to the Customer via email and the Product Description page.
9.7 With respect to any Sub-Processor, Snowplow shall ensure that the arrangement between Snowplow and any Sub-Processor, is governed by a contract including:
a) terms which offer at least the same level of protection for Personal Data as those set out in this clause 9; and
b) terms which meet the requirements of Article 28(3) of the GDPR. As between the Customer and Snowplow, Snowplow shall remain fully liable for all acts or omissions of any third-party Processor appointed by it.
Data Breach
9.8 In the event of a Data Breach that is as a direct result of the Processing performed by Snowplow, Snowplow shall inform the Customer of any Data Breach which occurs in respect of the Personal Data under Snowplow’s control without undue delay after becoming aware of it, providing sufficient details to enable the Customer to comply with its own notification obligations (and Snowplow may provide such details in stages as they become available to it, provided that it is reasonable to do so). The Customer acknowledges and agrees that Snowplow cannot proactively monitor for, and may not become aware of, Data Breaches caused by the Customer’s misuse or misconfiguration by the Customer of the Customer systems, the Services and/or the Product.
Audit
9.9 Snowplow shall:
a) make available to the Customer on demand all information reasonably necessary to demonstrate compliance with this clause 9, to the extent that it is not already available to the Customer; and
b) Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Snowplow will make available to Customer a copy of Snowplow’s most recent audit report (Audit Report). Customer agrees that any audit rights granted by applicable Data Protection Legislation will be satisfied by these Audit Reports. To the extent that Snowplow’s provision of an Audit Report does not provide sufficient information or Customer is required to respond to a regulatory authority audit, Customer agrees to a mutually agreed-upon audit plan with Snowplow that: (a) ensures the use of an independent third party; (b) provides written notice to Snowplow in a timely fashion; (c) requests access only during business hours; (d) occurs no more than once annually; (f) restricts its findings to only data relevant to Customer; and (g) obligates Customer, to the extent permitted by law or regulation, to keep confidential any information gathered that, by its nature, should be confidential.
Data Transfers
9.10 The Customer determines the location of the Data Storage Target and should the Customer be processing the Personal Data of any citizens affected by European Data Protection Legislation or otherwise be subject to European Data Protection Legislation and the Customer selects a Data Storage Target that is located outside the EU or in a “third country” or there is otherwise a transfer of data such that there is the requirement for additional contractual security requirements then the standard contractual clauses attached to this Agreement at Schedule 1 will apply .
10 Intellectual Property
10.1 The Customer acknowledges that the Product and Snowplow’s know-how and expertise in performing the Services are the valuable property and/or confidential information of Snowplow and that it may not make any use of them other than in order to receive the benefit of the Products for the duration of the Term only.
10.2 As between Snowplow and Customer, any Intellectual Property Rights in and/or changes to, modifications to, or derivative works of the Products shall automatically vest in and become the exclusive property of Snowplow.
10.3 Snowplow shall defend and indemnify the Customer from and against all losses, damages, liabilities, fines, costs, or reasonable expenses arising out of or resulting from any third-party claim against the Customer that the Customer’s use of a Product as permitted by Snowplow under this Agreement infringes the Intellectual Property Rights of that third party, save that Snowplow shall have no liability under this clause 10.3 where:
a) the Customer has combined the Product with any other product (including any software) not provided by Snowplow;
b) the Customer has modified or altered a Product not under the instructions of Snowplow and/or such modification was undertaken by any person other than Snowplow;
c) the Customer has failed to apply applicable updates or upgrades, if any claim would not apply to such update or upgrade.
10.4 Snowplow may monitor the Customer’s Use of the Product during the Term for any legitimate business reason, including without limitation, in order to monitor the Product’s performance against SLAs, resolve any technical problems, respond to queries about the Product and/or better understand the Customer’s interaction with the Product. The Customer acknowledges that Snowplow retains all rights, title and interest in any such telemetry data, information, reports and/or any other such data gathered by Snowplow relating to the Customer’s Use of the Products and Services during the Term.
10.5 Customer may, but is not obligated to, provide or submit any suggestions, feedback, comments, ideas, or other information relating to the Products (including the Software) or modifications or enhancements thereto (Customer Input). Any Customer Input is provided on a non-confidential basis regardless of any suggestion to the contrary in any Customer communication, and Customer hereby grants Snowplow a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable right and license to exploit such Customer Input (directly or through third parties) in any manner without compensation or liability to Customer for any purpose whatsoever, including, but not limited to, developing, manufacturing, enhancing, improving, promoting, and marketing Snowplow’s products and services and any Intellectual Property Rights that may arise as a result of this clause 10.5 shall automatically vest in and become the exclusive and sole property of Snowplow.
11 Liability
11.1 NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES SNOWPLOW’S LIABILITY FOR:
a) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
b) FRAUD OR FRAUDULENT MISREPRESENTATION;
11.2 SUBJECT TO CLAUSE 11.1, SNOWPLOW WILL NOT HAVE ANY LIABILITY TO THE CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE AND WHETHER SNOWPLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY) FOR ANY (1) LOSS OF PROFITS OR ACCOUNT OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF DAMAGE OR GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR INFORMATION, OR (2) ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSSES HOWSOEVER CAUSED.
11.3 SUBJECT TO CLAUSES 11.1 AND 11.2, SNOWPLOW’S TOTAL LIABILITY TO THE CUSTOMER FOR ANY MATTERS RELATING TO OR ARISING FROM THIS AGREEMENT WILL BE LIMITED IN THE AGGREGATE TO THE CHARGES PAID BY THE CUSTOMER UNDER THIS AGREEMENT UP TO A MAXIMUM OF THE AGGREGATE OF THE PREVIOUS 12 MONTHS’ CHARGES FOLLOWING THE DATE THAT THE LIABILITY ARISES.
12 Force Majeure
12.1 A “Force Majeure Event” is any event or circumstance not within Snowplow’s reasonable control, including without limitation, failures or outages at upstream or infrastructure suppliers (including but not limited to any factors affecting the availability of the Product).
12.2 Snowplow will have no liability to the Customer for any failure or delay to perform any obligations under this Agreement as a result of any Force Majeure Event.
13 Term of the Agreement
13.1 This Agreement will be effective from the Effective Date unless and until it is terminated by Snowplow by providing not less than two (2) weeks’ prior written notice, or by the Customer by:
a) in the case of Services charged in advance on a subscription basis: cancelling its subscription via Stripe any time prior to the next billing day; or
b) in the case of Services charged in arrears on a per-event basis: cancelling its subscription via Stripe on or before the start of any billing period, provided that in such case this Agreement shall terminate at the end of that billing period.
13.2 The Customer acknowledges that:
a) in the case of Services charged in advance on a subscription basis: the Charges are made in advance for the full billing period, Snowplow shall not provide any refund or rebate for any part period of the billing period that has already been paid for by the Customer; and
b) in the case of Services charged in arrears on a per-event basis: any Charges that haven’t yet become due shall become due and payable on the date of termination.
13.3 The Customer is solely responsible for cancelling the payment on the payment provider’s platform.
13.4 Either party may terminate this Agreement immediately if:
a) the other party fails to pay any amount due under this Agreement on the due date for payment;
b) the other party commits a material breach of this Agreement which, if capable of cure, has not been cured within 10 days of receipt of notice of breach by the non-breaching party;
c) the other party (i) if the other party becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for the liquidation or winding up; provided, however, that, in the case any of the foregoing is involuntary, the other party may only terminate this Agreement if such party shall fail to have such petition or proceeding dismissed within sixty (60) days.
13.4 Snowplow may terminate this Agreement immediately if at any point the identity of the Customer cannot be verified. 13.5 Following termination or expiry of this Agreement Snowplow shall secure the Customer’s account as part of a wind down period (Wind Down). The Customer shall not attempt to access the Platform during the Wind Down. During the Wind Down the following clauses shall survive: clauses 4, 8, 9 and 11.
14 General
14.1 This Agreement (and the documents referred to in it) constitutes the entire agreement between the parties, and supersedes any previous agreement, relating to the subject matter of this Agreement.
14.2 Each party acknowledges that it has not relied on or been induced to enter this Agreement by a representation, warranty or undertaking (whether contractual or otherwise) other than those expressly set out in this Agreement.
14.3 This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties only in the courts of the State of New York, New York County, or, if it has or can acquire the necessary jurisdiction, in the United States District Court for the Southern District of New York. Each of the parties consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION BETWEEN THE PARTIES.
14.4 If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
SCHEDULE 1
Standard Contractual Clauses for data transfers outside the European Economic Area.
Where Customer or any of Customer’s offices or Affiliates using the Product are based outside of the EEA, and/or Customer hereby instructs Snowplow to transfer Personal Data from the EEA to a data storage target based outside the EEA. Such data transfer shall be subject to the safeguards set out in these standard contractual clauses.
Description of the Processing and/or Transfer
Where Customer instructs Snowplow to transfer Personal Data from within the EEA to a data storage target outside of the EEA, the parties hereby agree to the terms set out in Commission Decision of 4 June 2021 implementing decision (EU) 2021/914 as follows (https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en) (“SCCs”) where Snowplow is the data exporter and Customer is the data importer. The parties agree that:
- Clause 7 of Section 1 shall not apply
- Module Four shall apply (where the transfer is from the Processor to Controller)
- For Clause 17, the SCCs shall be governed by the laws of England and Wales.
- For Clause 18, the courts of England shall have jurisdiction.
For Annex 1 to the SCCs, the following applies:
Data Exporter: Snowplow (with details as set out in the Agreement)
Data Importer: Customer via Customer’s Data Storage Target (with details as set out in the Agreement)
Description of Transfer:
Categories of data
The Personal Data transferred concern the categories of data subjects as configured by the Customer in the Product.
Data subjects
The Personal Data transferred concern the categories of data subjects as configured by the Customer in the Product.
Frequency of the Transfer
The frequency of the transfer is subject to change, but currently once per hour.
Nature of the Processing
The nature of the Processing is for the Customer to gain the benefit of the Product to understand how users interact with the Customer’s business via its website or other digital platforms.
Purpose of the transfer(s) (the “Purpose”)
The transfer is made for the following purpose: The transfer of Personal Data enables Customer to store and analyse the data in a dedicated data storage target.
Period for which the personal data shall be retained
The Personal Data shall be retained by the Customer in the data storage target for such periods as described in the Customer’s privacy policy.
Recipients
The Personal Data transferred may be disclosed only to the following recipients or categories of recipients,: (i) the Customer’s personnel; (ii) the Customer’s service providers insofar as it is reasonably necessary for the purpose set out above, provided that such service providers do not make independent use of the information.
Data protection registration information of data exporter
Contact points for data protection enquiries to Snowplow Email: privacy@snowplowanalytics.com
Contact points for data protection enquiries to Customer
As provided in the Agreement
Technical and Organizational Measures
The Customer acknowledges that it has reviewed Snowplow’s security policies that set out in detail Snowplow’s technical and organizational measures and such measures described are appropriate and sufficient for the purposes of article 32 GDPR.