Master Services Agreement

Last Updated: September 30, 2025

1.1 The “Agreement”: The Order Form and this Master Services Agreement (and any documents referenced in them) set out the Agreement between the parties which govern the relationship.

1.2 When this Relationship Starts and Ends: This Agreement begins on the Start Date stated in the Order Form. It will remain in effect until (i) either party gives the other at least 30 days’ prior written notice of their intention to terminate the Agreement, such notice period to expire no earlier than the date 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 5.1(d) if the other party is insolvent). 

1.3 Order Form duration: Each Order Form signed by the parties begins on the Start Date stated in it and continues for, or until, the end of the Initial Term. At the end of 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.

1.4 Where to find the definitions: Definitions for the capitalized words used in this Agreement can be found at the end of this Master Services Agreement.

Provision and Use of Snowplow Services 

2.1 Subscription Services: means a subscription to a Snowplow platform or software as stated on the Order Form.

2.2 Implementation: The Order Form will state the Implementation process for the Subscription Services Snowplow will provide to the Customer. 

2.3 Service Levels: 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.

2.4 Customer Account and Users: The Customer will appoint an Administrative User who will be responsible for establishing and managing its use of the Subscription Services, 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). 

2.5 Customer General Responsibilities: 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 the Subscription Services, 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 Subscription Services for its intended internal business purpose and not for any other purposes.

2.6 Technology Improvement: Snowplow may modify Subscription Services, Services and Supplemental Materials to improve it or to reflect changes to its Subscription Services, technology, information security practices and to comply with any legal requirements. Snowplow will notify Customer in advance of any material changes which may substantially and adversely affect the Service 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 Snowplow may obtain from time to time, or (iv) address security vulnerability or similar updates.

Intellectual Property Rights & Permissions to Each Other 

3.1 Snowplow License to Customer: From the Start Date until termination of the Agreement, Snowplow grants the Customer’s Users a limited, non-exclusive, non-transferable, royalty-free, revokable, worldwide license, without right to sub-license, to access and use the Subscription Services and Supplemental Material strictly in accordance with this Agreement. 

3.2 Customer License to Snowplow: 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. 

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 Snowplow 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 Subscription 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. 

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 Subscription Services, or any part of them; (ii) modify, translate, adapt, alter or create derivative works based upon the Subscription Services, or any part of them; (iii)  remove any proprietary notices, labels, trademarks or service marks on the Subscription Services, or any part of them; (iv) access any part of the Subscription Services to build a product of service which competes with it, or (v) use Subscription 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 the Subscription Services or any part of them to any third party or (vii) attempt to circumvent any user limits, use restrictions or attributions that are built into the Subscription Services. Certain Subscription Services that are comprised of software and other elements located behind Customer’s cloud provider’s firewall may require access by Snowplow in order to manage, update or upgrade the Subscription Service, Customer agrees to provide Snowplow with access to such software and other elements upon Snowplow’s request in order to provide management, updates and upgrades.  If Customer fails to do so, it will be in breach of this Agreement, and Snowplow’s obligations to the Customer under this Agreement shall no longer apply, including without limitation warranty, performance, support, service level and indemnity obligations.

3.6 Indemnification: If any third party claims the Subscription Services 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 Snowplow 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 has no obligation to indemnify the Customer for claims based on the Customer’s improper use of the Subscription Services, Customer use of the Subscription Services in combination other non-supplied products, equipment, software, services or data, or any of Customer Content. 

Fees & Payment Obligations

4.1 Fees: The Customer’s Fees for the Services are set out in each Order Form. Snowplow will issue Customer 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. Unless otherwise set forth in the Order Form, Snowplow may increase the Fees for the Services at a rate of five percent (5%) at each Renewal Term.

4.2 Payment of Services Fees: 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.

4.3 Sales Tax, Value Added Taxes, etc.: 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.

4.4 Overdue Payments: If the Customer fails to make any payment due to Snowplow under the Agreement by the due date for payment or otherwise breaches the Agreement, Snowplow may (i) suspend delivery and, use of and access to the Subscription Services until such time as the outstanding Fees are paid or the breach is cured, and (ii) seek reimbursement from the Customer of its reasonable costs in its enforcement of this clause (which may include legal costs).

Termination and Survival

5.1 Termination for cause: 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.

5.2 Post Termination Obligations: Upon termination of this Agreement: (a) the Customer will immediately pay to Snowplow all outstanding Fees, (b) Customer will cease use of the Subscription Services and destroy, or return to Snowplow, any software or related elements in Customer’s possession and will certify the same to Snowplow in writing (and will permit Snowplow to access the software and other elements for deactivation, removal and destruction if so requested by Snowplow), (c) except where stated otherwise in this Agreement, all rights and licenses granted under the Agreement, shall cease; (d) 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(d), 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 it holds on the Customer’s behalf without further notice.

5.3 Survival: 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.

Promises

6.1 Snowplow Promises: Snowplow warrants to the Customer that: 

1. Performance Warranty. During the Initial Term and any Subsequent Renewal Term the Subscription Services will conform in all material respects with the Agreement and Supplemental Materials. 
2. Viruses. Snowplow will use commercially reasonable efforts, using applicable current industry practices, to ensure that the Subscription Services contains no material computer virus, Trojan horse, worm or other similar malicious code. 
3. Implementation Snowplow will provide the Implementation services with reasonable skill and care and consistent with applicable good industry standards. 
4. Infringement. Snowplow’s provision to the Customer of the Subscription Services and the Customer’s use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights.
5. Compliance with Law. The Services will comply with all laws applicable to Snowplow in the provision of Subscription Services. 

6.2 Performance Remedy: If Snowplow fails to comply with the warranties set out in clause 6.1(a) or 6.1(c) above, and the Customer provide Snowplow with written notice of non-compliance, then Customer’s sole and exclusive remedy is for Snowplow to (at Snowplow’s option) either repair, redo or replace the non-conforming elements of the Subscription Services. If Snowplow is unable to correct the non-compliance within 30 days of getting such written notice from the Customer, Customer 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 unutilized portion of the terminated Services.

6.3 Infringement Remedy: Other than Snowplow’s indemnification obligations to the Customer in clause 3.6, the Customer’s sole remedy for any failure by Snowplow to comply with the warranty in clause 6.1(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. 

6.4 Malware: While Snowplow makes reasonable efforts to ensure the Subscription Services are free from viruses, malware, errors or omissions, it does not make any warranty to the Customer that is the Subscription Services are free from all such items.

6.5 DISCLAIMER: EXCEPT WHERE STATED OTHERWISE IN THIS AGREEMENT: 

1. 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.
2. ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.

6.6 Customer promises: 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 Subscription Services will comply with the terms of this Agreement and all applicable law. 

Confidential Information & Publicity

7.1 Usage Limitations: 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.

7.2 Exceptions: 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.

7.3 Notification: 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.

7.4 Publicity: 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 Customer for such purposes. Furthermore, Snowplow encourage the Customer to reach out to Snowplow for any collaborations in this regard.  

Data Protection 

8.1 Legal Compliance: Snowplow and Customer both confirm that they will comply with respective obligations under the Data Protection Legislation, and this section, along with the Data Processing Addendum is in addition to, and does not relieve, remove or replace any of those obligations.

8.2: Consent: 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 Subscription 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.

8.3 Snowplow Obligations: This Agreement includes the Data Processing Addendum which sets out the scope, nature and purpose of processing by Snowplow 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.

8.4 Artificial Intelligence: Snowplow shall not use, sell, rent, share, transfer, distribute, process, or otherwise disclose or make available Customer Content for Snowplow’s own purposes or for the benefit of anyone other than Customer in accordance with this Agreement, including without limitation training Artificial Intelligence models, without Customer’s prior written consent. “Artificial Intelligence” means Computer systems and algorithms that aim to simulate human intelligence and cognitive functions, that are designed to perform tasks that typically require human intelligence, such as problem-solving, learning, reasoning, perception, natural language understanding and decision-making, including but not limited to, machine learning, neural networks, deep learning, natural language processing and computer vision. 

LIMITATION OF LIABILITY

9.1 LIMITATIONS: THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY USE IT MAKES OF THE SUBSCRIPTION SERVICES. THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR THE RESULTS OBTAINED FROM ITS USE OF THE SUBSCRIPTION SERVICES, INCLUDING ANY CONCLUSIONS DRAWN FROM SUCH USE OR WHETHER TO DEPLOY (OR NOT DEPLOY) ANY ADJUSTMENTS TO THE SUBSCRIPTION SERVICES OR OTHER ELEMENTS 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 CUSTOMER’S THIRD-PARTY VENDORS IN CONNECTION WITH THEIR USE OF THE SUBSCRIPTION SERVICES.

9.3 SNOWPLOW SHALL HAVE NO LIABILITY FOR THE CUSTOMER CONTENT. THE CUSTOMER ACCEPTS THAT THE RESULTS AND ITS USE OF THE SUBSCRIPTION SERVICES DEPEND ON THE TRUTHFULNESS, ACCURACY, COMPLETENESS, RELIABILITY, INTEGRITY, OR QUALITY OF THE CUSTOMER CONTENT.

9.4 THE WARRANTIES IN CLAUSE 6.1 SHALL NOT APPLY IF THE FAILURE OF THE SUBSCRIPTION SERVICES, OR ANY PART OF THEM, IS CAUSED BY: (i) THE USE OR OPERATION OF THE SUBSCIPTION SERVICES IN AN APPLICATION OR ENVIRONMENT OTHER THAN AS SET OUT IN THIS AGREEMENT; (ii) MODIFICATIONS TO THE SUBSCRIPTION 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 SUBSCRIPTION SERVICES IN A MANNER FOR WHICH THEY WERE NOT DESIGNED OR INTENDED; OR (vi) CUSTOMER CONTENT.

9.5 EXCEPTIONS: NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR:

1. DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY’S NEGLIGENCE.
2. FRAUD OR FRAUDULENT MISREPRESENTATION.
3. MISUSE OF ANY INTELLECTUAL PROPERTY RIGHTS.
4. PAYMENT OF ANY FEES PROPERLY DUE.
5. ANY MATTER WHICH CANNOT BE EXCLUDED BY LAW.

9.6 EXCLUSION OF CERTAIN CLAIMS: WITH THE EXCEPTION OF CLAUSE 9.5, 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.

9.7 CAP: 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 SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER (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

10.1 Interpretation: When this Agreement says ‘including’, ‘for example’ or anything similar, it means 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.

10.2 Construction: 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) the Master Services Agreement, (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.

10.3 Entire Agreement: 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.

10.4 Amendments: 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.

10.5 Assignment: 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. 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. 

10.6 Subcontracting: 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

10.7 Severability: 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.

10.8 No Waiver: 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.

10.9 No Agency: This Agreement does not create any agency, partnership, or joint venture between the parties.

10.10 No Third-Party Beneficiaries: This Agreement does not confer any benefits on any third party unless it expressly states that it does.

10.11 Anti-Bribery: Each of us will comply with all applicable laws regarding anti-bribery and anti-corruption.

10.12 Export Control: 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 Snowplow Services, it will not cause Snowplow to be in violation of such export control laws.

10.13 Force Majeure: 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. 

10.14 Notices: 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

11.1 For U.S. Customers: If the Customer enters a U.S. company name and address in the Order Form, the Snowplow party entering into this Agreement with Customer 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. 

11.2 For U.S. Customers: 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. 

11.3 For Australian Customers: If the Customer enters an Australian company name and address, the Snowplow party entering into this Agreement with Customer 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.  

11.4 For all other Customers (excluding U.S. and Australian Customers): 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 Customer 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 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.

11.5 Dispute Resolution: 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 applicable to the Subscription Services. 

Administrative User: means any of the Customer’s employees or independent contractors or Group Company employees or independent contractors who Customer authorizes to use the administrative features and functions of the Subscription Services to provide access to Users.

Billing Period: is the time period stated as the ‘Billing Period’ in the relevant Order Form.

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 the Customer for its use as part of Services (whether in hardcopy, electronic form or in the Subscription Services) 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: means the entity identified in the Order Form in the “Customer Information” section

Customer Content: means any data that the Customer or its Users input into the Subscription Services in order for Snowplow to provide the Subscription 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.

End User: means any individual who is an employee or contractor of Company or Group Company and who has been authorized by the Customer or Group Company to use any features and functionality of the Subscription Services for the internal business purpose of Customer or Group Company. 

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. 

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.

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.

Policies: are Snowplow’s Data Security Policy and any other policies Snowplow may provide Customer from time to time at www.snowplow.io/legal. 

Renewal Term: means is the time period stated as the ‘Renewal Term’ in the relevant Order Form.

Services: means the applicable Subscription Services, Implementation and Service Levels. 

Start Date: is the date stated in the relevant Order Form in which Snowplow will make the Subscription Services available to Customer.

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. 

Supplemental Materials: means guidelines applicable to the use the Customer may make of the Subscription 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 Subscription Services and may be accessed and used by the Customer in its sole discretion. 

Term: is either an Initial Term or Renewal Term (as the case may be).

Usage Data: means data performance, usage and diagnostic data collected by Snowplow relating to Customer's use of the Subscription Services. It may contain User queries, but not the results of those queries.

User: means any Administrative User or End User. 

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