Last updated: 1 October 2024
Getting Started
Welcome to Snowplow!
1.1 The Order Form and these Terms and Conditions (and any documents referenced in them) set out the agreement between the parties which govern the relationship.
When Our Relationship Starts and Ends
1.2 This Agreement begins on the Start Date stated in Order Form. It will remain in effect until (i) either party gives the other at least 30 days’ written notice of their intention to terminate the Agreement, such notice period to expire no earlier than the data that all Order Forms have come to an end in accordance with section 1.3 below, or (ii) until terminated by one of the parties in accordance with this Agreement (such as under clause 5.2 (d) if the other party is insolvent).
Order Form duration
1.3 Each Order Form signed by the parties begins on the Start Date stated in it and continues for the Initial Term. At the end the Initial Term stated in it, an Order Form will continue for the Renewal Term stated in that Order Form. It will extend again on each anniversary of that Renewal Term. Except for any clauses that survive termination (such as confidentiality), an Order Form will not continue past the Initial Term if there is no Renewal Term stated in that Order Form. The Order Form will also not continue for any new Renewal Term if one party gives the other a written notice of termination within any prior Notice Period stated in that Order Form or if terminated in accordance with the other provisions of the Agreement which provide for a right to terminate the Agreement.
Where to find the definitions
1.4 Definitions for the capitalized words used in this Agreement can be found at the end of these Terms and Conditions.
Our Provision and Your Use of Our Platform and the Services
Platform Subscription
2.1 Snowplow will make Our Platform available to the Customer and provide the Support Services to the Customer for your use in accordance with this Agreement.
TAM Subscription
2.2 If the Customer has also purchased a TAM Subscription, Snowplow will provide the Customer with those services in accordance with this Agreement.
Implementation
2.3 The Order Form will state the Implementation process for the Platform and Services Snowplow will provide to the Customer. The Implementation process forms a part of this Agreement and we both agree to comply with it.
Support
2.4 Snowplow will provide support to the Customer in accordance with Snowplow’s Service Levels stated on the Order Form and in accordance with any relevant Supplemental Materials.
Your Account and Users
2.5 The Customer will appoint an Administrative User who will be responsible for establishing and managing its use of the Platform, including adding and removing Users to the Customer’s Account. The Customer is solely responsible for maintaining the status of its Users. The Customer will ensure its Users safeguard all User authentication credentials. The Customer is responsible for all activities of its Users (except those resulting from any breach or non-conformance by Snowplow or its obligations under this Agreement).
Your General Responsibilities
2.6 Customer is solely responsible for the accuracy, quality and legality of Customer Content that the Customer or its Users input or direct to be inputted into Our Platform, along with the use the Customer makes of it. The Customer must ensure that it and its Users comply with this Agreement. The Customer is responsible for the acts and omissions of any of its Users relating to this Agreement as though they were the Customer’s own acts and omissions. The Customer must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes. The Customer may only use the Platform for its intended internal business purpose and not for any other purposes.
Technology Improvement
2.7 Snowplow may modify Platform, Services and Support Material to improve it or to reflect changes to its Platform, technology, information security practices and to comply with any legal requirements. Snowplow will notify You in advance of any material changes which may substantially and adversely affect our Service in accordance with the section 1.5 process except (i) in cases of an emergency, (such as critical vulnerability remediation, (ii) to implement any applicable law, (iii) to comply with third-party certification standards We may obtain from time to time, or (iv) address security vulnerability or similar updates.
Intellectual Property Rights & Permissions to Each Other
Our License to You
3.1 From the Start Date until termination of the Agreement, Snowplow grants the Customer a limited, non-exclusive, non-transferable, royalty-free, revokable, worldwide license, without right to sub-license to access and use the Platform, Services and Supplemental Material strictly in accordance with this Agreement.
Your License to Us
3.2 The Customer grants Snowplow, a limited, non-exclusive, non-transferable, sub-licensable, royalty-free, license to use Customer Content only as necessary to allow Snowplow to perform its obligations under this Agreement from the Start Date until termination of this Agreement.
Ownership of Intellectual Property Rights
3.3 Ownership and Use of Customer Content. The Customer retains all its Intellectual Property Rights in and to Customer Content and its Confidential Information. No ownership interest in Customer Content or the Customer Confidential Information is transferred to Us by virtue of this Agreement. Snowplow will use Customer Content and Customer Confidential Information only as described in this Agreement. Snowplow may collect and use Usage Data to develop, improve, operate, and support its products and services. Snowplow will not disclose any Usage Data to any third-parties unless it is anonymized and aggregated such that it does not identify Customer or contain any Customer Confidential Information or personal data.
3.4 Snowplow Intellectual Property and Ownership Rights. Other than the license to the Customer in clause 3.1, nothing in this Agreement gives the Customer any Intellectual Property Rights in the Snowplow Platform, Services, Supplemental Material, Content and the Snowplow Confidential Information, and all enhancements or improvements to, or derivative works with respect to any of it, which is Snowplow or its licensors intellectual property and is protected by copyright and other laws.
Restrictions
3.5 Customer will not: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive source code, algorithms or user interface techniques from the Snowplow Platform, Services, or any part of them; (ii) modify, translate, adapt, alter or create derivative works based upon Our Platform, Services, or any part of them; (iii) remove any proprietary notices, labels, trademarks or service marks on Our Platform, Services, or any part of them; (iv) access any part of the Platform or Services to build a product of service which competes with it, or (v) use Our Platform or Services for any purposes other than the purposes stated in this Agreement; or (vi) reproduce, publish, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, disclose or otherwise make available Our Platform, Services or any part of them to any third party or (vii) attempt to circumvent any user limits, use restrictions or Event attributions that are built into the Platform or Services.
Indemnification
3.6 If any third party claims the Snowplow Platform infringes their Intellectual Property Rights, Snowplow will defend the Customer against such claim at Snowplow’s expense. Snowplow will indemnify the Customer for any damages, fines and penalties finally awarded against it or agreed to be paid by the Customer in a written settlement approved in writing by Snowplow and resulting from Snowplow’s infringement. To qualify for this indemnification, the Customer must: (i) promptly notify Snowplow in writing, (ii) grant Snowplow sole control of the defense and settlement of that claim against the Customer, (iii) obtain Snowplow’s prior written consent for any settlement, (iv) provide Us with all reasonable information and assistance with respect to the claim, at Snowplow’s expense, and (v) use all commercially reasonable efforts to mitigate any loss, damage or costs related to the claim against the Customer. Snowplow have no obligation to indemnify the Customer for claims based on the Customer’s improper use of the Snowplow Platform, Your use of Our Platform in combination other non-supplied products, equipment, software, services or data, or any of Customer Content.
Our Fees & Your Payment Obligations
Fees
4.1 The Customer’s Fees for the Services are set out in each Order Form. Snowplow will issue you with invoices for the Fees for each Billing Period stated in the Order Form. If the Customer upgrades any Services during the Term, the Customer Fees will be pro-rata applied from the date that the Customer upgrades and for the remainder of the current subscription period.
Maximum Monthly Events
4.2 Snowplow recommends that the Customer regularly reviews its Events each month to make sure its Maximum Monthly Events are not exceeded in any Term. If the Customer thinks its Maximum Monthly Events may be exceeded, please reach out to Smowplow’s Account Contact to discuss an upgrade to your subscription for Maximum Monthly Events. If the total volume of Events over a 12-month period exceeds 12 times the Maximum Monthly Events, Snowplow may charge You for any Events beyond the Maximum Monthly Events at up to two times the per-Event cost set out in your Order Form. This additional fee will only apply to the Events that exceed the Maximum Monthly Events, when the 12-month cumulative limit is exceeded, and will continue for the remainder of the current Term.
Payment of Services Fees.
4.3 Customer agrees to pay Snowplow the Fees for the Services as set out in each Order Form in accordance with the Billing Period set out in the Order Form and without any set-off or deductions. Unless stated otherwise in the applicable Order Form, the Customer will make all payments within 30 days of the date of the Snowplow invoice in the Billing Currency stated on the Order Form.
Sales Tax, Value Added Taxes, etc.
4.4 Fees stated in the Order Form are exclusive of all taxes and duties, including Sales and Use Tax, withholding tax, VAT, GST, HST or other governmental charges which are applicable now or in the future. The Customer is responsible for all such taxes, except for taxes on Snowplow’s income. If the Customer is claiming exempt status for any portion of the fees due, the Customer must provide Snowplow with any valid tax-exempt certificates or such similar documents prior to executing the Order Form.
Overdue Payments:
4.5 If the Customer fails to make any payment due to Snowplow under the Agreement by the due date for payment,Snowplow may (i) suspend delivery of the Services until such time as the outstanding Fees are paid and (ii) seek reimbursement from the Customer of its reasonable costs in its enforcement of this clause (which may include legal costs).
Other ways this Agreement comes to an end
Termination for cause:
5.1 Either party may terminate this Agreement (or any Order Form if the context requires) immediately by written notice if: (a) the other party commits material breach of the Agreement which is not capable of being remedied; (b) the other party fails to cure any remediable material breach within 30 days of being notified in writing of the breach; (c) the other party persistently breaches this agreement, (d) the other party is unable to pay its debts as and when they fall due.
Post Termination Obligations:
5.2 Following termination of this Agreement: (a) the Customer will immediately pay to Snowplow all outstanding Fees, (b) except where stated otherwise in this Agreement, all rights and licenses granted under the Agreement, shall cease; (c) the parties shall return or destroy (and certify destruction of) all copies of any Intellectual Property of the other party disclosed to it. With respect to this clause 5.2(c), please note that unless advised in writing by the Customer within 30 days of the date of termination (for whatever reason) Snowplow will destroy any Customer Content we hold on the Customer’s behalf without further notice.
Survival:
5.3 Any rights and obligations under the Agreement which by their nature should survive, will remain in effect after performance, termination, or expiration of the Agreement.
Our Promises – and Yours
Our Promises.
6.1 Snowplow warrants to the Customer that:
(a.) Performance Warranty. During the Initial Term and any Subsequent Renewal Term the Snowplow Platform will conform in all material respects with the Agreement and Supplemental Materials.
(b.) Viruses. Snowplow will use commercially reasonable efforts, using applicable current industry practices, to ensure that its Platform contains no material computer virus, Trojan horse, worm or other similar malicious code.
(c.) Implementation and TAM Subscription services. Snowplow will provide the Implementation and TAM Subscription services with reasonable skill and care and consistent with applicable good industry standards.
(d.) Infringement. Snowplow’s provision to the Customer of the Services and the Customer’s use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights.
(e.) Compliance with Law. The Services will comply with all laws applicable to Snowplow in Our provision of Services.
Performance Remedy.
6.2 If Snowplow fails to comply with the warranties set out in clause 5.1 (a) or 5.1(c) above, and the Customer provide Snowplow with written notice of Our non-compliance, then Customer’s sole and exclusive remedy is for Snowplow to (at Our option) either repair, redo or replace the non-conforming elements of our Services. If Snowplow is unable to correct the non-compliance within 30 days of getting such written notice from the Customer, You may terminate the affected Services, and Snowplow will refund to the Customer a pro-rata amount of any Fees prepaid to Snowplow and applicable to the unutilised portion of the terminated Services.
Infringement Remedy:
6.3 Other than Snowplow’s indemnification obligations to the Customer in clause 3.5, the Customer’s sole remedy for any failure by Snowplow to comply with the warranty in clause 5.1(d) is to at Snowplow’s expense, either: (i) secure the Customer’s right to continue using the relevant Services; (ii) modify the infringing Service elements in a functionally equivalent manner; or (iii) terminate the Order Form a pro-rata refund of any prepaid Fees for the unused portion.
Bugs
6.4 While Snowplow makes reasonable efforts to ensure its Platform is free from bugs, errors or omissions, it does not make any warranty to the Customer that its Platform is free from all minor bugs, errors, or omissions.
DISCLAIMER
6.5 EXCEPT WHERE STATED OTHERWISE IN THIS AGREEMENT:
(a.) NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
(b.) ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.
Your promises
6.6 The Customer warrants and represent that it has the power and authority necessary to enter into this Agreement and perform the obligations within it and that the Customer’s use of the Platform and Service will comply with the terms of this Agreement and all applicable law.
Confidential Information & Publicity
Usage Limitations
7.1 When one party receives Confidential Information (called the “Recipient"), they may use it only for the purposes for which it was provided. The Recipient can only share Confidential Information with their employees or contractors who are also bound by similar confidentiality restrictions, and only for the purposes for which it was provided under the Agreement.
Exceptions
7.2 The obligations mentioned in clause 7.1 do not apply to information that (a) the Recipient obtained without breaching any confidentiality obligations; (b) becomes known to the public without the Recipient’s involvement; (c) the Recipient independently develops without using Confidential Information of the other party and can evidence such development; or (d) the Recipient is legally required to disclose due to a court or governmental order, subject to clause 7.3 below.
Notification
7.3 If either party receives any request or intends to disclose all or any Confidential Information pursuant to clause 7.2(d) above, that party agrees to consult the other before making such disclosures (unless prohibited by law). During this consultation, the disclosing party agrees to act reasonably and in good faith, considering any input or concerns raised by the other party regarding the proposed disclosure.
Publicity
7.4 Snowplow may mention Customer as a client of Snowplow in its website and in marketing collateral, and for that limited purpose, Snowplow may use Customer’s name, logo and trademark. In addition, upon Customer’s written consent (not to be unreasonably withheld, conditioned or delayed), Snowplow may issue a press release or case study, concerning its engagement with the Customer. Snowplow welcomes any PR or marketing activities by the Customer and consent to the use by the Customer of Snowplow’s name, logos and trademarks by You for such purposes. Furthermore, Snowplow encourage the Customer to reach out to us for any collaborations in this regard.
Data Protection
Legal Compliance
8.1 We both confirm that we will comply with our respective obligations under the Data Protection Legislation, and this section, along with our Data Processing Addendum is in addition to, and does not relieve, remove or replace any of those obligations.
Consent
8.2 By entering into this Agreement, and whenever the Customer provides or causes personal data to be shared with Snowplow, the Customer confirms that it has obtained all required consents from the data subjects in order for Snowplow to process the personal data in accordance with this Agreement. The Customer acknowledges that Snowplow relies on the Customer’s instructions with respect to the direction and extent to which Snowplow is entitled to use and process the personal data the Customer provides Snowplow pursuant to this Agreement. The Customer also acknowledges that it controls what data is uploaded onto the Services, who is given access to it and therefore what personal data is processed by Snowplow. Consequently, Snowplow will not be liable for any claim brought by a data subject arising from any act or omission by the Customer in this regard.
Our Obligations
8.3 This Agreement includes the Data Processing Addendum which sets out the scope, nature and purpose of processing by Us of any personal data Snowplow will process on the Customer’s behalf, the duration of the processing and the types of personal data. Snowplow will only process the personal data in accordance with this Data Processing Addendum.
LIMITATION OF LIABILITY
LIMITATIONS
9.1 THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY USE IT MAKES OF THE SNOWPLOW PLATFORM AND SERVICES. THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR THE RESULTS OBTAINED FROM ITS USE OF THE PLATFORM AND SERVICES, INCLUDING ANY CONCLUSIONS DRAWN FROM SUCH USE OR WHETHER TO DEPLOY (OR NOT DEPLOY) ANY ADJUSTMENTS TO THE PLATFORM OR OTHER ELEMENTS OF THE SERVICES THAT SNOWPLOW MAY RECOMMEND TO THE CUSTOMER FROM TIME TO TIME.
9.2 SNOWPLOW SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY THIRD-PARTY SOFTWARE INTEGRATIONS, ERRORS, OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED TO SNOWPLOW BY THE CUSTOMER OR YOUR THIRD-PARTY VENDORS IN CONNECTION WITH THEIR USE OF THE PLATFORM OR SERVICES.
9.3 SNOWPLOW SHALL HAVE NO LIABILITY FOR THE CUSTOMER CONTENT. THE CUSTOMER ACCEPTS THAT THE RESULTS AND ITS USE OF THE PLATFORM AND SERVICES DEPEND ON THE TRUTHFULNESS, ACCURACY, COMPLETENESS, RELIABILITY, INTEGRITY, OR QUALITY OF THE CUSTOMER CONTENT.
9.4 THE WARRANTIES IN CLAUSE 5.1 SHALL NOT APPLY IF THE FAILURE OF THE PLATFORM OR SERVICES, OR ANY PART OF THEM, IS CAUSED BY: (i) THE USE OR OPERATION OF THE PLATFORM OR SERVICES IN AN APPLICATION OR ENVIRONMENT OTHER THAN AS SET OUT IN THIS AGREEMENT; (ii) MODIFICATIONS TO THE PLATFORM OR SERVICES NOT MADE BY SNOWPLOW OR ITS AUTHORIZED REPRESENTATIVES; (iii) ACCIDENT, DISASTER, OR EVENT OF FORCE MAJEURE; (iv) THE CUSTOMER’S MISUSE, FAULT, OR NEGLIGENCE; (v) USE OF THE PLATFORM OR SERVICES IN A MANNER FOR WHICH THEY WERE NOT DESIGNED OR INTENDED; OR (vi) YOUR CUSTOMER CONTENT.
EXCEPTIONS
9.5 NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR:some text
(a.) DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY’S NEGLIGENCE.
(b.) FRAUD OR FRAUDULENT MISREPRESENTATION.
(c.) MISUSE OF ANY INTELLECTUAL PROPERTY RIGHTS.
(d.) PAYMENT OF ANY FEES PROPERLY DUE.
(e.) ANY MATTER WHICH CANNOT BE EXCLUDED BY LAW.
EXCLUSION OF CERTAIN CLAIMS
9.6 WITH THE EXCEPTION OF CLAUSE 8.5, NEITHER PARTY WILL BE LIABLE TO THE OTHER WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION OR OTHERWISE FOR ANY (I) LOSS OF PROFITS; OR (II) LOSS OF BUSINESS; OR (III) DEPLETION OF GOODWILL AND SIMILAR LOSSES; OR (IV) LOSS OR CORRUPTION OF ANY DATA OR INFORMATION; OR (V) PURE ECONOMIC LOSS; OR (VI) LOSS OF USE; (VII) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES OR EXPENSES.
CAP
9.7 BOTH PARTIES’ TOTAL AGGREGATE LIABILITY TO THE OTHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU (I) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR IF THE SERVICES HAVE NOT BEEN PERFORMED FOR A FULL 12 MONTH PERIOD, THEN THE TOTAL AMOUNT OF FEES PAYABLE FOR THE SERVICES TO BE PERFORMED IN THE FUTURE, WHICH TOGETHER WITH ANY FEES PAID IN THE PAST, WILL COVER A 12 MONTH PERIOD.
Miscellaneous Provisions
Interpretation
10.1 When this Agreement says ‘including’, ‘for example’ or anything similar, we mean including without limitation. Headings shall be ignored in interpreting this Agreement. Singular words also include the plural and vice versa. Any reference to a statute or statutory provision refers to the version in force at the time of this Agreement. References to a person include individuals and corporate bodies. “Writing” or “written” includes faxes and e-signature software (like DocuSign) and email.
Construction
10.2 The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order Form, (2) these Terms and Conditions, (3) the Data Processing Addendum, (4) applicable Policies and (5) Supplementary Materials. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
Entire Agreement
10.3 Subject to clause 9.5, this Agreement contains all the terms agreed between the parties and supersedes all previous oral and written Agreements between the parties relating to its subject matter. Neither party has relied on any statement, representation or warranty (whether made negligently or innocently), except those set out in this Agreement.
Amendments
10.4 Except where stated otherwise in this Agreement, any amendment must be (i) in writing (excluding email), (ii) expressly state that it is amending this Agreement and (iii) be signed by the parties.
Assignment
10.5 A party may not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld, conditioned or delayed. However, either party can transfer its rights and obligations to a successor following a change of control of that party. If such a transfer involves a direct competitor of the other party or causes the other party to violate applicable laws that cannot be reasonably resolved, the affected party can terminate the Agreement by giving written notice. A "change of control" occurs when a party undergoes a transaction resulting in (a) a transfer of more than 50% of its voting shares or equity to a third party, (b) a merger, consolidation, or reorganization where it is not the surviving entity, or (c) a sale of all or substantially all of its assets.
Subcontracting
10.6 Either party may subcontract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains liable for the subcontracted obligations and accept full responsibility for its subcontractors’ actions or inactions
Severability
10.7 If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement remains unaffected. The affected provision will be changed to achieve the original objectives of it within the limits of the applicable law or court decision.
No Waiver
10.8 Neither party will be considered as having waived any rights by not exercising (them immediately or delaying their exercise under this Agreement. Any waiver of any right or remedies must be given in writing to be effective.
No Agency
10.9 This Agreement does not create any agency, partnership, or joint venture between the parties.
No Third-Party Beneficiaries
10.10 This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Anti-Bribery
10.11 Each of us will comply with all applicable laws regarding anti-bribery and anti-corruption.
Export Control
10.12 The Services are subject to the export control laws of various countries such as the U.S., U.K, and E.U. and the parties agree to comply with all laws in this regard. In particular, with respect to the use the Customer makes of Our Services, it will not cause Snowplow to be in violation of such export control laws.
Force Majeure
10.13 A party is not liable under the Agreement for non-performance caused by events or conditions beyond its reasonable control including, natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods explosions storms or significant accidents, failure of a utility service, transport or telecommunications network (including internet), pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery. The affected party must notify the other party of the date on which it started, its likely duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement and use all reasonable endeavors to mitigate the impact on the other party. If the event continues beyond 30 days, the non-affected party may terminate the Agreement.
Notices
10.14 All notices must be in English, sent to Snowplow’s email address at legal@snowplow.io. Notices to the Customer will be sent to the email or postal address in the Order Form. Any notice provided under this clause shall be effective upon (a) personal delivery, (b) the second business day after mailing (excluding weekends and public holidays of the domicile of the Snowplow contracting entity) and (c) if by email, the day after sending (excluding weekends and public holidays of the domicile of the Snowplow contracting entity).
Snowplow Contracting Entity, Governing Law and Disputes
For U.S. Customers
11.1 If the Customer enters a U.S. company name and address in the Order Form, the Snowplow party entering into this Agreement with you is Snowplow Technologies Inc., registered in Delaware with address at Unit 108, 16th 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.
11.2 Clause 11.5 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.
For Australian Customers
11.3 If the Customer enters an Australian company name and address, the Snowplow party entering into this Agreement with you is Snowplow Australia Pty Ltd, registered in NSW with address at Level 2, 11 York Street, Sydney, NSW 2000. This Agreement is governed by the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of New South Wales in relation to any dispute (contractual or non-contractual) concerning this Agreement.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.
For all other Customers (excluding U.S. and Australian Customers)
11.4 If the Customer enters a company name and address registered in a country other than the U.S. or Australia, the Snowplow party entering into this Agreement with you is Snowplow Analytics Limited registered in England and Wales with company number 07852221 and registered address at 3rd Floor, 48-50 Scrutton Street, London, England, EC2A 4JJ . 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.
Dispute Resolution
11.5 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.
Definitions
Account
means the Customer’s registered account area on the Platform.
Administrative User
means any of the Customer’s employees or independent contractors or Group Company employees or independent contractors who You authorize to use the administrative features and functions of the Platform to provide access to Users.
Agreement
means these Terms and Conditions, any Order Form, Policies and the Data Processing Addendum.
Billing Period
is the time period stated as the ‘Billing Period’ in the relevant Order Form.
Branding
any corporate, business or trading name, logo, color scheme or other material (including any associated trademarks) reflecting the Customer’s business identity provided or made available to Snowplow for its use pursuant to this Agreement.
Confidential Information
means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or a Group Company) to the other party in connection with this Agreement that is (a) marked as confidential or, (2) from its nature, content, or the circumstances in which it is disclosed, might reasonably be considered to be confidential.
Content
means any Snowplow proprietary materials it makes available to to the Customer for its Use as part of our Services under this Agreement (whether in hardcopy, electronic form or in the Platform) and includes any Supplementary Materials. information, comments, contributions, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Snowplow on or through the Services and excludes any of Customer Content.
Customer Content
means any data that the Customer or its Users input into the Platform in order for Snowplow to provide the Services, including any personal data.
Data Processing Addendum or DPA
means the Data Processing Addendum at www.snowplow.io/legal.
Data Protection Legislation
means, all applicable legislation regarding privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws) including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426). The terms “data controller” “data processor”, personal data”, “process” “processing” “personal data breach” and “data subject” shall have the same meanings as set out in the Data Protection Legislation.
Data Security Policy
means Snowplow’s Information Security Policy at www.snowplow.io/legal as updated from time to time.
End User
means any individual who has been authorized by the Customer to use any features and functionality of the Snowplow Platform or Services.
Event
is each individual behavioral data event inputted into any of the Customer’s Workspaces on the Snowplow Platform.
Fee
means the fees for the Services which are payable by the Customer to Snowplow at the applicable rates set out on the Order Form.
Group Company
an entity that directly controls, is controlled by, or is under common control with, a party to the Agreement.
Implementation
means implementation process at https://snowplow.io/snowplow-implementation as updated from time to time, or as otherwise described in the Order Form.
Initial Term
is the time period stated as the ‘Initial Term’ in the relevant Order Form.
Intellectual Property Rights
means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world.
Maximum Monthly Events
means the total number of million Events in any given Month as stated in the Order Form.
Month
means any calendar month commencing from the Start date and each month after that commencing on the anniversary of the Start Date.
Notice Period
is the minimum amount of days’ prior notice that one party needs to provide the other if it does not want to renew the Agreement before the next Renewal Term and is the number of days stated on the Order Form as the ‘Notice Period’.
Order Form
means any Order Form signed by the parties describing the Services, Fees, duration and other matters agreed by the parties pursuant to these Terms and Conditions.
Payment Terms
means the terms stated as the ‘Payment Terms’ in the relevant Order Form.
Platform
means Snowplow’s proprietary behavioral data software stated in the Order Form, which Snowplow makes available to the Customer pursuant to this Agreement and as is further described at https://snowplow.io/snowplow-behavioral-data-platform-product-description/ as updated from time to time.
Policies
are Snowplow’s Data Security Policy and any other policies Snowplow may provide you from time to time.
Recipient
has the meaning given to it in clause 7.1.
Renewal Term
means is the time period stated as the ‘Renewal Term’ in the relevant Order Form.
Services
means the applicable Subscription Services, TAM Subscription, Implementation and Service Levels.
Service Levels
are the Snowplow Service Levels described at https://snowplow.io/snowplow-sla as updated from time to time.
Start Date
is the date stated in the relevant Order Form in which Snowplow will make the Platform and Services available to You.
Standard Contractual Clauses
means the standard data protection clauses adopted by the European Commission in accordance with Article 46(2)(c) of the General Data Protection Regulation ((EU) 2016/679) on 4 June 2021 (as may be revised from time to time), and approved for use in England and Wales under The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.
Sub-processor
any third party engaged by Snowplow to process the Customer Personal Data on the Customer’s behalf while providing the Services.
Sub-processor List
means the list of Sub-processors under the heading of the same name at: www.snowplow.io/legal.
Subscription Fee
means is the Fee payable by the Customer to Snowplow in consideration for the Customer’s use of the Services as may be specified on an Order Form.
Subscription Services
mean the Data Pipeline, Data Management and Data Application services as stated on the Order Form.
Supplemental Materials
means guidelines applicable to the use the Customer may make of the Snowplow Platform and Services which has been made available to the Customer online at https://support.snowplow.io as updated from time to time and includes any for example any usage instructions, FAQs and other help materials. Supplemental Materials are not required for use of the Services and may be accessed and used by the Customer in its sole discretion.
TAM Subscription
is Snowplow’s Technical Account Management support program described at https://snowplow.io/snowplow-tam as updated from time to time and as otherwise described in your Order Form.
Term
is either an Initial Term or Renewal Term (as the case may be).
Terms and Conditions or Master Services Agreement
are these Master Services Agreement terms.
Usage Data
means data performance, usage and diagnostic data collected by Snowplow relating to Customer's use of the Platform and Services. It may contain User queries, but not the results of those queries.
User
means any Administrative User or End User.
Workspace
means a fully isolated, production, pipeline and associated development environment through which the Customer accesses the Platform and Services.
You, Your, Customer
means the entity identified in the Order Form in the “About You” section.