Last Updated: May 2026
These Commercial License Terms (these “Terms”) together with the order form to which they are attached and/or which incorporates them by reference (the “Order Form”) set out the terms on which the Snowplow entity described in these Terms (“Snowplow”) makes available the software specified in the Order Form (the “Software”) for use by the customer specified in the Order Form (the “Customer”). The Order Form and these Terms together form this “Agreement”.
1. License Grant. Subject to the Terms of this Agreement, Snowplow hereby grants to the Customer a non-exclusive, royalty-free, worldwide, non-transferable, non-assignable, non-sublicensable license to: (i) use the Software during the Term for its own internal business purposes, up to the limits specified in the “Inclusions and Limits” section of the Order Form (the “Limits”); (ii) subject to clauses 4 (Support) and 5 (Customer Modifications), modify those elements of the Software which are provided in source code form for its own internal business purposes; and (iii) make a reasonable number of backup copies of the Software in support of the Customer’s licensed use. The Customer does not have any right to distribute the Software.
2. Conditions. The licenses granted in clause 1 (License Grant) are subject to the following conditions and restrictions: (i) the Customer shall at all times abide by the Limits; (ii) the Customer shall not make the Software or the benefit of its operation available to any third party (except, where the Order Form expressly so indicates, the Customer’s affiliates), nor sublicense the Software to any person, nor use the Software to provide or (save as permitted by applicable law without possibility of contractual waiver) develop any product, service or offering that competes with any product, service or offering provided by Snowplow or its affiliates; and (iii) the Customer shall reproduce and not remove or alter all Snowplow or third party copyright or other proprietary notices contained in the Software. Snowplow reserves the right to require reasonable verification from the Customer of its compliance with the Limits and the other conditions contained in this clause 2, and (without prejudice to its other rights and remedies) to levy additional Charges for use of the Software in excess of the Limits and/or in breach of those conditions.
3. Open Source and Source Available Software provided with the Software. Notwithstanding the foregoing license grants, the Customer acknowledges that certain third party components included in or shipped with the Software (“Open Source Components”) may be covered by third party open source software licenses, which means any software licenses approved by the Open Source Initiative or any substantially similar licenses. The Customer acknowledges receipt of license notices for the Open Source Components for the initial delivery of the Software. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this License. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Snowplow to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. Any request for source code or related information should be directed only to: ip-portfolio@snowplow.io. Snowplow may make certain components of the Software separately generally available under open source or source-available licenses. This Agreement shall not prevent the Customer acquiring additional licenses to such components of the Software under and subject to the terms of such licenses (which the Customer acknowledges may include rules on usage which are more restrictive than this Agreement). However, if Customer violates any such license, that violation will be deemed a breach of this Agreement.
4. Support. During the Term, Snowplow will provide the Customer with access to the Snowplow customer knowledge base, and support for the Software via the ticketing system on the Snowplow support portal to the level specified in the “Inclusions and Limits” section of the Order Form (“Support”). Support includes support for the then-current unmodified version of the Software and the unmodified Open Source Components when used as intended in conjunction with the Software, but does not include phone or in-person support, nor assistance with any Customer Modifications, any other software, or any platform or hosting issues. In addition, Support extends to the paid instances of the Software provided under this Agreement only. The Customer shall not use or attempt to use the Support provided under this Agreement in connection with any open source, source available or community edition of any Snowplow software. Subject to the foregoing, Snowplow shall use commercially reasonable endeavors to provide Support based on the Severity levels (as reasonably determined by Snowplow) in accordance with the response times set out below:
6. Customer Modifications. Certain elements of the Software may be provided in source code form, and the Customer is permitted to modify those elements and use those modified versions (“Customer Modifications”) in accordance with this Agreement. The Customer acknowledges and agrees that it is solely responsible for Customer Modifications, that Snowplow is not obliged to provide Support for Customer Modifications, and that future updates to the Software may not work correctly with Customer Modifications.
6. Charges and payment. The Customer shall pay the charges as specified in or determined in accordance with the Order Form annually in advance within 30 days of the date of Snowplow's invoice (the "Charges"). The Charges are non-refundable. The Customer is additionally responsible for and shall pay all associated taxes or government levies, including value-added or sales taxes, excluding only taxes on Snowplow’s net income. Snowplow may charge late payment interest on Charges which are due and payable but unpaid at the rate of 1.5% per month (or the maximum permitted under applicable law, if lower), such interest accruing both before and after judgment. Snowplow reserves the right to increase the Charges with effect from the start of the next Renewal Term by giving to the Customer not less than 45 days’ written notice.
7. Limited Warranty. Snowplow warrants that the unaltered Software as provided by Snowplow will materially conform to its specifications and the description set out in the applicable Snowplow product documentation. The Customer’s sole and exclusive remedy if the Software does not conform to the foregoing warranty shall be for Snowplow to use commercially reasonable efforts to correct the non-conformity through the provision of Support and/or the issuance of a patch or workaround addressing the non-conformity. SNOWPLOW GIVES NO OTHER REPRESENTATION, WARRANTY, UNDERTAKING OR OTHER COMMITMENT IN RESPECT OF THE SOFTWARE AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS WHICH MAY BE IMPLIED OR IMPOSED BY LAW, BY CUSTOM OR OTHERWISE, INCLUDING TERMS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW.
8. Term and Termination. This Agreement shall have effect from the effective date specified in the Order Form (the “Effective Date”) and shall remain in force for the duration of the initial term specified in the Order Form (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a "Renewal Term" and each Renewal Term together with the Initial Term, the “Term”) unless either party provides written notice of its intent not to renew at least 30 days prior to the end of the then-current term. Either party may terminate this Agreement by written notice to the other if: (i) the other party commits a material breach of this Agreement which, if capable of cure, is not cured within 30 days of a written request to do so; or (ii) if the other party becomes the subject of any insolvency or bankruptcy proceeding, makes an arrangement with its creditors, or fails to pay its debts as they fall due. The Customer’s failure to pay the Charges when due shall be deemed to be a material breach for the purposes of this clause 8. Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of such termination or expiry, nor entitle the Customer to any refund. Upon termination or expiry of this Agreement, the Customer must cease all use of the Software and Support and destroy any copies of the Software in its possession or control. Under no circumstances is Customer permitted to terminate this Agreement or any Order Form for convenience or for any reason other than as specified in this clause 8.
9. Intellectual Property. As between the parties, Snowplow will retain all right, title, and interest in the Software, and all intellectual property rights therein. Snowplow hereby reserves all rights not expressly granted to the Customer in this Agreement. Snowplow hereby reserves all rights in its trademarks and service marks, and no licenses therein are granted in this Agreement.
10. Confidentiality. Each party (the "Receiving Party") will keep the Confidential Information of the other party (the "Disclosing Party") confidential and, except with the prior written consent of the Disclosing Party, will: (i) not use or exploit the Confidential Information in any way except for the purpose of exercising its rights and performing its obligations under this Agreement; (ii) not disclose or negligently or willfully make available the Confidential Information in whole or in part to any third party, except as permitted by this Agreement; and (iii) apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information (and which will in any event be no less stringent than the measures required by this Agreement). The Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its sub-contractors and its and their agents, officers, employees and professional advisers who need to know it in connection with this Agreement (each, a “Permitted Disclosee”), provided that: (a) it informs each Permitted Disclosee of the confidential nature of the Confidential Information before disclosure; and (b) it has entered into a confidentiality agreement with each such Permitted Disclosee that is no less onerous than this clause 10 as if it were the Receiving Party, and the Receiving Party will be liable for the failure of any Permitted Disclosee to comply with this clause 10. The Receiving Party may additionally disclose Confidential Information: (1) to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority with jurisdiction over the Receiving Party, or by a court of competent jurisdiction, provided in each case that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much advance warning of such disclosure as possible and takes into account the reasonable requests of the Disclosing Party in relation to the content of that disclosure; and (2) in the course of a proper due diligence process in furtherance of a bona fide acquisition, disposal, investment or similar corporate transaction (whether actual or proposed), to interested parties subject to obligations of confidentiality with respect to the Confidential Information which are no less onerous than those set out in this clause 10. “Confidential Information” means any information disclosed by the Disclosing Party (or its affiliate) to the Receiving Party (or its affiliate), or which is received by or comes into the possession or knowledge of the Receiving Party under or in connection with this Agreement and which relates to the Disclosing Party (or its affiliate), which is marked confidential, which the Receiving Party knows or reasonably ought to know is confidential, or which by its nature is confidential, including the terms of this Agreement, and Snowplow’s know-how and expertise in providing Support. The Customer acknowledges and agrees that it has no expectation of confidentiality in respect of any feedback or suggestions in respect of the Software which it may provide to Snowplow (“Feedback”), and irrevocably agrees that it will not assert against any person any actual or claimed proprietary or similar right in respect of any Feedback as implemented or practised in the Software.
11. LIMITATION OF LIABILITY. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE SNOWPLOW’S LIABILITY IN RESPECT OF ANY LIABILITY THAT CANNOT BE LIMITED BY LAW. SUBJECT TO THE FOREGOING, SNOWPLOW SHALL HAVE NO LIABILITY FOR ANY LOSS OF REVENUE OR PROFITS, LOSS OF MANAGEMENT TIME, LOSS OF DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS, AND SNOWPLOW’S MAXIMUM TOTAL LIABILITY ARISING UNDER OR IN CONNECTION WITH THE SOFTWARE, SUPPORT AND/OR THIS AGREEMENT IS LIMITED TO AN AMOUNT EQUAL TO THE CHARGES PAID OR PAYABLE TO SNOWPLOW IN THE CONTRACT YEAR IN WHICH THE EVENT (OR LAST IN THE SERIES OF CONNECTED EVENTS) GIVING RISE TO LIABILITY OCCURRED. FOR THE PURPOSES OF THIS CLAUSE 11, A “CONTRACT YEAR” IS A PERIOD OF 12 MONTHS STARTING FROM THE EFFECTIVE DATE OR AN ANNIVERSARY OF THE EFFECTIVE DATE FALLING DURING THE TERM.
12. Governing Law, Jurisdiction and Disputes.
12.1 If the Customer named on the Order Form is an entity incorporated within the USA, the Snowplow party entering into this Agreement is Snowplow Technologies Inc., registered in Delaware with address at 30th Floor, 33 Arch Street, Boston, MA 02210. This Agreement is governed by Massachusetts law and the parties submit to the exclusive jurisdiction of the Massachusetts courts in relation to any dispute (contractual or non-contractual) concerning this Agreement without reference and/or regard to its conflicts of laws principles. The parties specifically agree that the U.N. Convention on the International Sale of Goods, the Uniform Computer Information Transactions Act shall not apply to any and all actions performed by either party pursuant to this agreement. If the Customer is a U.S. government entity, then the Software is provided as “Commercial Product(s) or Commercial Service(s)”, under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. In such case, the Software is licensed only as Commercial Products and Services pursuant to the terms and conditions of this Agreement.
12.1.1 Clause 12.3 of this Agreement shall not apply. Instead, any such dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration, by a single arbitrator, in accordance with the Rules of the American Arbitration Association then in force. The exception to this clause is that either party may, at its sole discretion, seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect its Intellectual Property Rights or Confidential Information. Judgment upon the award of the arbitration may be entered in any court having jurisdiction thereof.
12.2 If the Customer is an entity registered in a country other than the USA, the Snowplow party entering into this Agreement is Snowplow Analytics Limited registered in England and Wales with address at 3rd Floor, 48-50 Scrutton Street, London, England, EC2A 4HH. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.
12.3 If a dispute arises in connection with this Agreement, then a director of each of the parties will attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within 30 days of it being escalated to them, the parties agree to enter into mediation in good faith to settle such a dispute in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by the Centre for Effective Dispute Resolution. Neither party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute in accordance with the provisions of this clause, provided that the right to issue proceedings is not prejudiced by a delay.
General. Neither this Agreement nor any rights under it may be assigned or otherwise transferred by the Customer, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Snowplow. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void. This Agreement is the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior agreements, arrangements and understandings between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. No amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. In the event that any provision, including without limitation any condition, of this Agreement is held to be unenforceable, that provision will, if possible, be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties. The nullity or adjustment of any provision of this Agreement will not affect the validity and enforceability of any other provision of this Agreement. Waiver by Snowplow of a breach of any provision of this Agreement will not be construed as a waiver of any other breach and the failure by Snowplow to exercise any right hereunder will not be construed as a waiver of that right. Any notice required or permitted to be given under this Agreement must be in writing and either delivered by email or sent by courier or registered post such that the notifying party can prove delivery of the notice, in each case to the address of the receiving party set out in the Order Form. Either party may change its address for notice by notice to the other.