AGREEMENT AND TERMS OF SERVICE

Last updated December 15, 2023

This Agreement sets forth the terms and conditions between the entity accepting this Agreement (“Customer,” “you,” or “your”) and Snow Owl Corp. (“Snow Owl,” “we,” “our,” or “us”), with its principal place of business at 1325 Howard Ave, #951 Burlingame, CA 94010. The term "Customer" refers to the organization, business, or other legal entity for which you act and have the authority to bind to this Agreement, as evidenced by your acceptance, either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) Snow Owl’s Services, or by otherwise indicating your acceptance of this Agreement. If you are accessing or using the Services on behalf of an organization, that organization is deemed the "Customer" and is legally and financially responsible for your access to and use of the Services, as well as for the use of your Snow Owl account by any other user. The Agreement is effective as of the date that the Customer signs up for any Service online or submits an Order Form that references this Agreement (the “Effective Date”). 

In consideration of the mutual covenants and agreements herein, the sufficiency and receipt of which is acknowledged, the parties agree as follows: Snow Owl and Customer may individually be referred to as a “party” and collectively as “the parties.”

DEFINITIONS

"Affiliate" means and includes any entity that directly or indirectly controls, is controlled by, or is under common control of a Party, where "control" means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interests of such entity. An entity that otherwise qualifies under this definition will be included within the meaning of "Affiliate" even though it qualifies after the execution of this Agreement.

“Artificial Intelligence” or“AI” means a machine-based system that can, for a given set of human-defined objectives, make content, predictions, recommendations or decisions influencing real or virtual environments.

"Consulting" means the services provided by Snow Owl to Customer pursuant to an Order Form e.g., onboarding, implementation, training, support and maintenance.

"Customer Account Information" means the information Customer provides upon subscribing to the Services, contact information, audit logs, workflows or configuration metadata, billing information, and Customer account settings.

"Customer Data" means all data stored by or on behalf of Customer or at Customer’s direction in the Services, including any content generated by the Services for customer use. Customer Data does not include Account Information.

"Deliverables" means any reports, analyses, scripts, templates, code or other work products, tangible or intangible, to be delivered by Snow Owl to Customer as part of the Consulting as set forth in the Order Form.

"Documentation" means the user guide or manual for the Services made available to Customer either as part of the Consulting or as available at docs.snowowl.co as updated from time to time. Documentation does not include content published in user or community forums.

"End User" means a third-party visitor to Customer’s Internet Services and Customer’s employees, agents, or contractors who access or use the Services.

"Intellectual Property Rights" means all worldwide intellectual property rights including copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the transactional document executed by Snow Owl and Customer incorporating the terms of this Agreement which identifies the Services, subscription license term, Consulting and Deliverables, as applicable, to be provided by Snow Owl. A Statement of Work ("SOW") entered into by the parties incorporating this Agreement shall also constitute an Order Form hereunder. Multiple Order Forms may be entered into under this Agreement.

“Run” means a single execution of a Task.

"Services" means Snow Owl's workflow software-as-a-service (SaaS) platform product developed, operated, and maintained by Snow Owl and other ancillary online or offline products or services licensed to Customer by Snow Owl in an Order Form including without limitation the user interface, software development kits, application programming interfaces, reporting systems and any derivatives, updates or upgrades of the foregoing.

"Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) information regarding a person's race, religious or political affiliation, trade union membership, or sexual life or sexual orientation; (c) genetic, biometric, health, or any Protected Health Information of any person as defined under Health Insurance Portability and Accountability Act, as amended; (d) credit or debit card number, credit information, financial account or other financial information of a person; personally identifiable or confidential information of Customer's customers (including any financial, credit card, or account information), including any "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, as amended, or other information subject to any banking or financial law or regulation control; (e) personally identifiable or confidential information of Customer's customers (including any Sensitive Data of such customers); (f) any data subject to the U.S. International Traffic in Arms Regulations (ITAR), U.S. Export Administration Regulations (EAR) or other export control laws or regulations; (g) any information that falls within the definition of "special categories of data" under EU Data Protection Law; and/or (h) any other information that requires safeguarding, handling or distribution controls under any applicable law or regulation.

"Snow Owl Retained Materials" means (a) materials (other than products) developed or obtained by or for Snow Owl independently of the Consulting provided hereunder, (b) subsets or modules of the Deliverables that by themselves provide generic technical information not unique to Customer's business, and (c) the Documentation including training courses and training materials.

“Subscription Fees” means all fees associated with your Subscription.

“Subscription Plan” means the applicable subscription level of packaged functionality and services as detailed on Snow Owl’s website, and in the applicable Documentation.

“Subscription Term” means the period during which you have agreed to subscribe to the Services.

“Task” is a workflow defined in the Service.

“Usage Data” means information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom).

"User" means any employee, contractor, consultant, customer, agent, partner, or any other party who has been granted access to the Services by Customer or Customer Affiliate and has either been sent an email through the Services, and/or has registered on the Services to interact with Customer Data via any Snow Owl application, connector, integration, or communication mechanism.

  1. SERVICES
  • No Obligation to Order. This Agreement does not by itself commit Customer to order any products or services from Snow Owl. Rather, this Agreement merely sets forth the terms and conditions that will govern the licensing of Snow Owl's products and services as a result of the execution of an Order Form by the parties.
  • Order Form. Each Order Form shall incorporate by reference the provisions of this Agreement as though such provisions were set forth therein in their entirety. If the terms of an Order Form conflict with the provisions of this Agreement, the terms of the Order Form shall prevail with respect to only the Services, the Services and Deliverables that are the subject of such Order Form.
  • Subscriptions and Subscription Terms. Customer and its Affiliates may subscribe to Services by executing an Order Form. Snow Owl grants access to Services pursuant to Subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise specified in the Order Form, each Order Form shall automatically renew for a period equal to the duration of the then expiring Subscription Term, unless either party notifies the other in writing of its intention to not renew the applicable Order Form at least sixty (60) days prior to the end of the then-current Subscription Term.
  • Subscription Plans. Snow Owl will provide the Services to you according to the Subscription Plan to which you subscribe. If you subscribe to an additional Service, the Subscription Term for such additional Service shall be coterminous with your primary Subscription to the core Services.
  • Provision of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Snow Owl. Snow Owl will comply with all laws applicable to Snow Owl’s role as a software-as-a-service provider. Snow Owl will use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement. Snow Owl may modify or update the Services from time to time in its sole discretion.
  • Responsibility for Systems. Each party shall retain the responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or using third-party services.
  1. LICENSE GRANT; RESTRICTIONS AND RESPONSIBILITIES
  • The Services License. Subject to the terms and conditions of this Agreement including Customer's obligation to pay all fees when due, Snow Owl hereby grants Customer the worldwide, non­ exclusive, non-transferable, non-assignable, revocable, limited license to access and use the Services listed on the applicable Order Form for the subscription term identified therein. The Services are subject to usage limits including, for example, the quantities specified in Order Form(s) and Documentation. Unless otherwise specified, (a) if the quantity in an Order Form refers to Users or any other measurements, then the Services may not be accessed by more than that quantity of Users, and (b) if the quantity in an Order Form refers to Runs, then the Services may not be used to deliver more than the specified quantity of Runs. If Customer exceeds a contractual usage limit, Snow Owl shall invoice overage fees at the then-current rate for that resource, and Customer agrees to pay such overage fees in accordance with Section 5 (FEES AND PAYMENT). If the Order Form contains any other usage restrictions, then Customer agrees to abide by the same and acknowledges that Snow Owl may track and audit such usage restrictions.
  • License Restrictions. Customer shall not, and shall not permit or authorize third parties to: (a) license, sublicense (except to Affiliates), sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Services or Documentation available to any third parties; (b) use the Services or Documentation to provide business process outsourcing services to third parties (e.g., as a service bureau); (c) use the Services or Documentation in a way that would violate the applicable Subscription Plan, Documentation, or this Agreement; (d) circumvent or disable any security or other technological features of the Services; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or algorithms or underlying structure, ideas or know-how related to the Services (except to the extent this restriction is prohibited by applicable law); (f) copy, frame, reproduce, modify, alter, translate, or mirror any part or content of the Services or Documentation; (g) create derivative works based on the Services or Documentation; (h) remove any proprietary notices or labels from the Services; (i) make the Services or Documentation available to anyone other than its Users; (j) use the Services in a manner that violates or attempts to circumvent applicable law; (k) use the Services in a manner that infringes any third parties’ Intellectual Property or Privacy Rights; (l) knowingly use the Services to store or transmit offensive, harassing, infringing, libelous, abusive, threatening, harmful or otherwise unlawful or tortious content; (m) upload or introduce to, or use the Services to distribute, any viruses or other malicious code; (n) process or transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (o) knowingly interfere with or disrupt the integrity or performance of Snow Owl or third-party data contained therein; (p) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Snow Owl’s other customers; disrupt the integrity or performance of the Services; (q) attempt to gain unauthorized access to the Services or its related systems or networks; (r) access or use the Services to develop or sell a competitive product or service; (s) access or use the Services for purposes that are competitive with Snow Owl; (t) use the Service to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996) or cardholder data (as defined under the Payment Card Industry’s Data Security Standards), without the execution of a separate written agreement; (u) share login credentials, or permit or allow a user's login credentials to be shared with any other individual; (v) access or use the Services in any manner that attempts to circumvent Subscription or Subscription Plan limitations; (w) access or use the Service from any country or region subject to a comprehensive U.S. embargo; (x) subject the Services to any penetration or security testing without the prior written consent of Snow Owl. Notwithstanding anything to the contrary in the Agreement, Snow Owl may, upon reasonable suspicion that Customer’s usage or data are in violation of the foregoing, suspend, restrict, or terminate access to the Services.
  • Customer Responsibilities. Customer shall: (a) be responsible for the compliance with this Agreement by Users or by any third party that Customer or User permits to use or access the Services; (b) maintain control over Customer’s account including the confidentiality of any login credentials; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services or Documentation; (d) notify Snow Owl immediately of any such unauthorized access or use; (e) use the Services only in accordance with its intended purpose and applicable laws and government regulations; (f) be solely responsible for Customer-devised or Customer-implemented workflows (and associated misconfigurations) and actions taken by Customer that might result in loss of functionality, inaccuracies, availability issues, or performance degradation; and (g) perform those Customer requirements set forth in the any applicable SOW in a timely manner at no charge to Snow Owl.
  1. INTELLECTUAL PROPERTY RIGHTS
  • Reservation of Intellectual Property Rights. Each Party reserves for itself all other Intellectual Property Rights that it has not expressly granted to the other.
  • Customer Data. Customer reserves all right, title and interest in and to the Customer Data including all Customer's related Intellectual Property Rights therein. The Agreement does not transfer or convey to Snow Owl or any third party any right, title or interest in and to the Customer Data, or any associated Intellectual Property Rights, except for (a) a worldwide, non-exclusive, irrevocable, royalty-free, fully-aid sublicensable (to Snow Owl’s third-party service providers) license to use (including to host, store, copy, transmit, process, perform, reproduce, modify, create derivate works of, and distribute Customer Data) in connection with Snow Owl’s providing and delivery of Services to Customer.
  • Snow Owl Ownership. Snow Owl and its licensors retain all right, title, interest and ownership of the Services, Documentation, API, Usage Data, Snow Owl’s websites, and all deliverables created by Snow Owl and delivered to Customer, including all Intellectual Property Rights therein (the “Snow Owl IP”). No ownership rights in the Snow Owl IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Snow Owl IP except for the limited express rights granted in this Agreement.
  • If Customer provides any suggested improvements to the Services ("Suggestions") to Snow Owl, Snow Owl will be entitled to use the Suggestions without restriction. Customer hereby irrevocably assigns to Snow Owl all right, title, and interest in and to the Suggestions and agrees to provide Snow Owl any assistance required to document, perfect, and maintain its rights in the Suggestions.
  • Usage Data. Snow Owl may (i) collect, analyze and otherwise process Usage data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, or for other development, diagnostic and corrective purposes in connection with the Services or other Snow Owl product or services, and (ii) disclose Usage Data only in an aggregated and/or de-identified form in connection with its business in a manner that does not identify Customer or any of its Users.
  • Reservation of Rights. Snow Owl reserves the right to make changes, modifications, updates, and enhancements to the Services from time to time without providing advance prior notice to Customer. Customer acknowledges this Agreement and any Order Form placed by Customer are not dependent in any way on any oral or written private or public comments made by Snow Owl regarding future functionality or features of the Services or Consulting. Snow Owl will not be limited in developing, using, or marketing services, materials or products that are similar to or related to the Services or Deliverables, or, subject to Snow Owl's confidentiality obligations to Customer, in using the Deliverables in or performing similar Consulting for any other projects or parties.
  1. DATA PRACTICES
  • Permissible Processing. All Customer Data shall only be processed by Snow Owl or its sub-processors in order: (a) to provision, deliver, maintain, optimize, and support the Services and Consulting; (b) to develop behavioral insights about use of the Services and Consulting in such a way that does not identify the Customer or Customer's User; and (c) to develop, market, disclose, sell, or support Snow Owl products that leverage aggregate and anonymized Customer Data as described in Section 2. Snow Owl has implemented appropriate technical and organizational measures to protect the security and confidentiality of Customer Data against any unauthorized access or disclosure to third parties. Upon request, Snow Owl will provide Customer with its security policy and data processing addendum that sets forth the technical specifications and the detailed measures taken to protect the security and confidentiality of Customer Data.
  • Customer Data Responsibilities. Except for Customer Account Information, Customer is solely responsible for keeping and maintaining its own copies of Customer Data. Snow Owl generally does not retain Customer Data. In the event that Snow Owl does retain any Customer Data, Snow Owl is not obligated to Customer to maintain any copies thereof, and may delete Customer Data at any time, except for any Customer Account Information included therein that is reasonably required for the operation of the Services or its component services during the Term; and Customer Logs necessary to provide reporting services as agreed to on the Order Form. EXCEPT WITH RESPECT TO SNOW OWL’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, UNDER NO CIRCUMSTANCE WILL SNOW OWL BE LIABLE FOR ANY LOSS OR DELETION OF CUSTOMER DATA.
  • Sensitive Data. Customer acknowledges and agrees that using the Services for processing of Sensitive Data is the responsibility of the Customer, and Customer is responsible for following any laws, regulations or other requirements pertaining to Sensitive Data. Snow Owl will have no liability for the processing, storage or communication of Sensitive Data on the Services, notwithstanding anything to the contrary herein.
  • Account Information. Snow Owl may collect Account Information about Customer’s use of the Services and about Users that Users (or Customer): (i) provide to Snow Owl in connection with the creation or administration of their account; or (ii) generate in connection with their use of the Services. Snow Owl will process Account Information that includes Personal Data in accordance with our Privacy Policy. Customer acknowledges and agrees that certain Subscription Plans may require monitoring of Account Information during the Subscription Term in order to reconcile the number of Users and/or usage of the Services with Customer’s then-current Subscription and Subscription Plan.
  1. CONSULTING
  • Available Services. Subject to the terms and conditions of this Agreement, Snow Owl will provide certain Consulting and Deliverables as set forth in the applicable Order Form(s). Unless otherwise specified in the Order Form(s), these Consulting are only for Customer's internal use. Customer may not use Consulting to supply any installation, consulting or training services to any third party. Unless otherwise provided in an applicable Order Form, all Services shall be accepted upon delivery.
  • Change Orders. Customer may request changes be made to the Consulting described in the Order Form (e.g., an addition, a deletion, or another modification to the applicable Deliverables) using the Change Order form attached hereto as Exhibit A (each, a "Change Order"). If a Change Order recites changes that materially increase the scope of the Consulting or the time, effort, or expense required to perform the applicable Consulting, then within ten (10) business days after Snow Owl's receipt of that Change Order, Snow Owl will provide to Customer a summary of the modifications to be made to the applicable Order Form in order to effect the requested change. If the parties agree, the mutually agreed-upon changes will be memorialized and the executed Change Order will be considered an addendum to the Order Form
  • Grant of License Rights in the Deliverables. Subject to Customer's payment of the amounts due under the Order Form and to Customer's compliance with the Order Form, Customer will own all copyrights to the portion of the Deliverables consisting solely of written reports, analyses, and other working papers (other than Snow Owl Retained Materials), prepared and delivered by Snow Owl to Customer under the SOW, provided that Customer will exercise its rights for Customer's internal business operations only and will not resell or distribute the Deliverables to any third party. For Snow Owl Retained Materials and the portion of the Deliverables that consists of scripts, code, templates, and all other materials developed or otherwise provided by Snow Owl in connection with the Consulting, Snow Owl grants Customer a non-exclusive, non­ transferable, revocable, less than perpetual license, without the right to sublicense, to access, use and copy (without the right to sublicense) the foregoing, for Customer's internal business operations only (the "Deliverables License"). The Deliverables License does not apply to (a) Customer Data and (b) any other products or items licensed, or otherwise provided, under a separate agreement.
  1. FEES AND PAYMENTS
  • Customer shall pay all fees as set forth in the Order Form. Except as otherwise specified in this Agreement or in an Order Form, (i) fees are based on the Services and Consulting purchased plus any overages as applicable, and (ii) payment obligations are non-cancelable, and fees paid are non-refundable except as provided in this Agreement. Unless otherwise specified in an Order Form, the Fees applicable to any renewal Subscription Term shall be Snow Owl’s standard Subscription Fees for the applicable Subscription plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Customer’s use of the Services is subject to the rights and limitations in the applicable Subscription Plan. Some features are provided pursuant to a usage-based subscription model. Customer acknowledges and agree that if Customer exceeds the ` permitted by the Subscription and Subscription Plan: (i) Customer agrees to pay any overages; (ii) Customer may be required to upgrade their Subscription Plan or purchase additional usage to continue accessing and using such feature(s); and (iii) Snow Owl may disable or degrade performance of such features.
  • Invoicing and Payment. Snow Owl shall invoice Customer in accordance with the Order Form. Unless otherwise stated in the Order Form, invoiced charges are due and payable immediately. Customer is responsible for providing complete and accurate billing and contact information to Snow Owl and notifying Snow Owl in writing of any changes to such information. In the event Customer acquires or is acquired by another existing Snow Owl customer (“Customer Acquirer”) during the Term, the respective Agreements and Fees applicable to Customer and Customer Acquirer will remain unchanged and unaffected unless and until otherwise agreed to by all affected parties.
  • Suspension, Collection Fees and Charges. If Customer fails to make and deliver any payment on the date or terms specified in the Order Form, Snow Owl may at its sole discretion (i) suspend its provision of the Services and any other Consulting under this Agreement until payment is made; (ii) terminate this Agreement or the applicable Order Form; or (iii) continue to provide provision of the Services for a period solely determined by Snow Owl, in anticipation of full and timely payment by Customer. In the event of a suspension, Customer remains responsible for all Fees during the period of suspension. In the event Snow Owl service is suspended for nonpayment, Snow Owl will reinstate access to the Services if such nonpayment is cured by Customer within ten (10) days after delivery of the Notice. Snow Owl reserves the right to charge a service fee in the amount of one- and one-half percent (1.5%) per month, not to exceed the highest applicable legal rate, on late payments. Customer agrees to pay all reasonable legal fees and other costs and expenses of collection incurred by Snow Owl in connection with Customer's breach of its payment obligations hereunder.
  • Subscription Plan Changes. Customer may not downgrade its Subscription Plan during any Subscription Term. If Customer desires to downgrade its Subscription Plan for a subsequent Subscription Term, Customer must provide Snow Owl with sixty (60) days’ written notice prior to the end of the then-current Subscription Term. Downgrading a Subscription Plan may cause a loss of content, features or capacity of the Service and Snow Owl is not responsible for such loss. Customer may upgrade its Subscription plan upon request. Any upgrade shall carry forward through subsequent Subscription terms.
  • All fees payable by Customer are exclusive of Taxes. Customer will pay all taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, levy, duty, charge and gross receipts tax and other taxes levied by any relevant governmental entity (other than those based on Snow Owl's net income) ("Taxes") unless Customer timely furnishes satisfactory proof of exemption. All Taxes will be invoiced based on the billing information provided by Customer. Snow Owl's failure to bill or invoice Customer for such Taxes does not constitute a waiver of the right to collect such Taxes from Customer and Snow Owl reserves the right to invoice Customer for Taxes (including any errors or omissions) at a later date. All payments made by Customer to Snow Owl under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by Snow Owl is equal to the amount then due and payable under this Agreement. Snow Owl will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
  1. TERM AND TERMINATION
  • Term of Agreement. Unless earlier terminated as provided in this Section, this Agreement and the license grant shall be effective as of the Effective Date and continue so long as Customer maintains an active Subscription to the Services, provided that Customer has made all payments due to Snow Owl ("Term").
  • Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this Agreement or any other Order Forms. Upon the termination of this Agreement, or an Order Form, all rights and licenses granted by Snow Owl to Customer under this Agreement, or the applicable Order Form will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely because of terminating this Agreement in accordance with its terms.
  • Termination for Cause. This Agreement and the Order Form(s) may be terminated by either Party: (a) if the other Party is in material breach of this Agreement or the Order Form(s) and the breach is not cured within thirty (30) days after written notice of the breach except that the cure period for non-payment shall be as set forth in Section 3; (b) ceases to function as a going concern or conduct operations in the normal course of business; or (c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; and such petition has not been dismissed or set aside with sixty (60) days of filing. Additionally, Snow Owl may terminate this Agreement and the Order Form(s) if Customer fails to timely cure nonpayment pursuant to Section 6.3. Termination is not an exclusive remedy for breach of this Agreement by either party. Unless otherwise specified in this Agreement, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this Agreement for breach by the other party.
  • Refund or Payment upon Termination. Upon any termination for cause by Customer, Snow Owl shall refund Customer any prepaid fees covering the remainder of the Term after the effective date of termination. Upon any termination for cause by Snow Owl, Customer shall not receive a refund of any prepaid fees covering the remainder of the Term of the Order Form and shall remain liable for paying any unpaid fees for the Term. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Snow Owl for the period prior to the effective date of termination.
  • Post Termination Obligations. Upon expiration or termination of this agreement, customer will immediately lose all access to the Services and any Customer Data contained therein; however, within seventy-two (72) hours of the effective date of termination or expiration of the final Order Form, Customer may download Customer Data.
  • Surviving Provisions. Except as otherwise specifically stated or limited in this Agreement, Definitions, Sections 1, 2, 3, 4, 5.3, 7, 9, 9.1, 9.3 – 9.5, 10.2 – 10.5, 11, 12.5, 13 and 14 shall survive termination of this Agreement, together with any payment obligations accrued prior to termination and any other provisions which by their plain meaning are intended to survive.
  1. CONFIDENTIALITY
  • Confidential Information. During the Term of this Agreement, each Party (the "Disclosing Party") may provide the other Party (the "Receiving Party") with certain information regarding the Disclosing Party's business, technology, products or services, or other confidential or proprietary information that is either specifically identified as confidential prior to or at the time of its disclosure or would generally be considered confidential in either of the Parties' industries (collectively, "Confidential Information"). The source code for the Services and Snow Owl Retained Materials and all enhancements and improvements thereto, and technical and functional information relating to the Services, Consulting, and Deliverables will be considered Confidential Information of Snow Owl.
  • Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those of its and its Affiliates' employees, officers, directors, consultants, agents and professional advisers (e.g. attorneys, auditors, accountants, financial advisors and other professional representatives) with a need to know, who have confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files consistent with that Party's records retention/destruction policy) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party with written confirmation of its compliance with this sentence. Notwithstanding the foregoing, the Receiving Party is not required to destroy, erase or modify any archival records that it maintains in the normal course of its business, provided that the terms of this Agreement shall apply to any Confidential Information retained by the Receiving Party. The confidentiality obligations set forth in this Section shall not apply to any information that: (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees or contractors of the Receiving Party who did not use the Confidential Information. The foregoing will not apply with respect to any Confidential Information seven years after the disclosure thereof (or, with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law).
  • Necessary Disclosure. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body; provided, that prior to disclosure pursuant to this Section 3, the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure, if permitted by law, cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, and provides the Disclosing Party sufficient time to do so.
  1. WARRANTIES AND DISCLAIMERS
  • Mutual Warranties. Each Party represents and warrants to the other that (a) this agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (b) that the Parties have the authority to enter into the Agreement; (c) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (d) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound; and (e) in connection with its performance of the Agreement and/or its use of the Services, the Parties will comply with all Laws including, but not limited to, Laws related to data privacy, artificial intelligence, and the transmission of technical or Sensitive Data.
  • Limited Warranty. Snow Owl represents and warrants that (a) Snow Owl will operate in conformity with the Documentation and process all personal data in line with the Data Protection Addendum; (b) Snow Owl will perform the Consulting in a professional and workmanlike manner with employees having a level of skill commensurate with the requirements of this Agreement, and (c) it will use commercially reasonable and industry standard methods to prevent the introduction of Malicious Code into the Services. The warranties provided in this Section 2 shall not apply if Customer fails to notify Snow Owl in writing with thirty (30) days of discovery of any such breach. Snow Owl's entire liability and Customer's sole remedy for Snow Owl's breach of this warranty will be for Snow Owl to, at its option, (i) use reasonable efforts to correct that breach, or (ii) terminate the Order Form and refund that portion of any fees received that corresponds to that breach.
  • Customer Warranties. Customer represents and warrants that (a) Customer has the necessary and appropriate rights and consents to validly authorize and permit Snow Owl to use and otherwise process the Customer Data in accordance with this agreement, and such use by Snow Owl of Customer Data does not and will not infringe or violate any third-party right, including Intellectual Property or privacy right; (b) that the Customer Data does not contain, and Customer will not knowingly introduce, any Malicious Code into the Services; and (c) Customer will use the Servies in compliance with the Documentation and applicable law;
  • EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES AND ANY CONSULTING PROVIDED BY SNOW OWL HEREUNDER ARE PROVIDED "AS IS", AND SNOW OWL DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, PAST OR PRESENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES (IN WHOLE OR IN PART), CONSULTING, AND ANY MATERIALS PROVIDED CUSTOMER UNDER THIS AGREEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. SNOW OWL CANNOT AND DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFROM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT THE SERVICE OR DOCUMENTATION WILL SATISFY CUSTOMERS REQUIREMENTS.
  • Artificial Intelligence. Please note that generative AI models, including those used within the Services, are designed to generate creative content based on patterns and examples observed in the data they were trained on. While efforts have been made to ensure the accuracy and reliability of the outputs, it is important to understand that generative AI models may not always provide true or accurate information. The models used within the Services may be trained and maintained by third-party providers or users of the platform. The training data, methodologies, and ongoing maintenance of these models may vary and can impact the quality and reliability of the generated content. The content generated by these models should be treated as suggestive or hypothetical and not as definitive, factual, or authoritative. Users should exercise caution and critically evaluate the outputs, considering them as starting points for further exploration or refinement. It is essential to verify and validate any information or content generated by generative AI models through independent research, expert opinions, or reliable sources. Snow Owl and its developers do not guarantee the accuracy, completeness, or reliability of the outputs generated by the AI models used within the platform. Users are solely responsible for the use, interpretation, and application of the generated content. Snow Owl and its developers shall not be held liable for any damages, losses, or consequences arising from the reliance on or use of the generated content. By using Snow Owl and its generative AI models, you acknowledge and agree to the inherent limitations and uncertainties associated with generative AI technology. It is recommended to exercise critical thinking, discretion, and human judgment when utilizing the outputs of generative AI models. Furthermore, please be aware that the training data, methodologies, and maintenance of these models may be subject to the terms, conditions, and licenses of third-party providers or users. Snow Owl and its developers do not assume responsibility for the compliance or actions of these third parties or users in relation to the models used within the platform. THE USE OR RELIANCE OF ANY INFORMATION GENERATED BY THE SERVICES IS SOLELY AT YOUR OWN RISK.
  • Internet Delays. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SNOW OWL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
  1. INDEMNIFICATION
  • Indemnification by Snow Owl. Subject to the remainder of this Section 10, Snow Owl shall defend Customer against any third-party claim that use of Snow Owl and Deliverables by Customer as delivered and in accordance with the Documentation directly infringes or misappropriates any third-party patent or copyright, provided such infringement or misappropriation is not the result of Customer's actions, under the laws of (a) the United States; (b) Canada; (c) the European Economic Area; (d) Australia; (e) New Zealand; or (f) Japan ("Claim"), and indemnify Customer the resulting costs and damages finally awarded against Customer to a third party by a court of competent jurisdiction or agreed to in settlement.
  • Notwithstanding the foregoing, Snow Owl will have no obligation under this Section 10 or otherwise to defend or indemnify Customer with respect to any Claim to the extent such Claim is based on any of the following: (a) any breach of Customer’s obligations under this Agreement, (b) Customer’s continued use of the allegedly infringing portion of the Services after (i) being notified thereof; or (ii) being provided, at no additional charge, modifications that would have avoided the alleged infringement without materially reducing the overall functionality of the Services; (c) any unauthorized use, reproduction, or distribution of the Services, Documentation or Deliverable; (d) Customer’s use of the Services in breach of this Agreement, in violation of applicable law, or outside the scope of Customer’s Subscription Plan; (e) any combination of the Services with other products, equipment, software, uses or Customer Data not supplied, authorized or required in writing by Snow Owl, if the Claim would have been avoided without such combination; (f) designs, requirements, or specifications required by or provided by Customer; (g) Customer’s failure to use the Services in accordance with the Documentation; (h) any modification of the Services, Documentation, or Deliverables by any person other than Snow Owl or its authorized agents or contractors, if the Claim would have been avoided without such modification; of (i) Customer’s use of the Services where there has been no charges or fees, including where Customer is using Beta Services; or (j) any claim related to content generated by the Service through the use of artificial intelligence. Further, if Snow Owl reasonably believes that all or any portion of the Services, Documentation or Deliverable, or the use thereof, is likely to become the subject of a Claim, Snow Owl may elect at its discretion: (i) to procure, at Snow Owl's expense, the right for Customer to continue using the applicable Snow Owl, Documentation or Deliverable in accordance with the terms hereof, (ii) to replace or modify the allegedly infringing portion of Snow Owl, Documentation or Deliverable to make it non-infringing with at least equivalent functionality or performance, or (iii) in the event the preceding is infeasible or not commercially practicable, Snow Owl may, in its sole discretion, terminate this Agreement or the applicable Order Form upon notice and refund any unearned portion of any prepaid fees for the affected Services service, Documentation or Deliverable. 
  • Indemnification by Customer. Customer shall defend, indemnify and hold harmless Snow Owl and its officers, directors, employees, suppliers and agents from and against claims, losses, liabilities, damages, demands, allegations, investigations, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to: (a) Customer’s use of the Services in a manner not permitted by the Agreement or the Documentation; (b) Customer’s use of the Service in a manner that infringes the Intellectual Property Rights of any third party (excluding any claim for which Snow Owl is responsible under Sections 1 and 10.2); (c) a Customer’s non-compliance with Law, regulation or privacy rights; (d) Snow Owl’s processing of Customer Data, except to the extent Snow Owl’s processing is in breach of this Agreement; (e) any other claim relating to any Customer Data or (e) Customer’s failure to pay any Taxes imposed by taxing authorities as required in Section 6.5.
  • The Party seeking indemnification shall provide detailed written notice to the indemnifying Party promptly after learning of the claim, and the indemnifying Party shall not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. The indemnifying Party shall have the right to assume sole control of the defense and settlement of the claim, and the indemnified Party shall provide reasonable assistance at the indemnifying Party's reasonable expense, and the indemnifying Party agrees to not admit liability at any time or otherwise settle or compromise or attempt to settle or compromise any claim or action except upon the express instructions of the indemnified party; provided that the indemnified Party shall not be obligated to participate in any settlement pursuant to which the indemnified Party is required to admit liability or pay any amount other than amounts concurrently reimbursed by the indemnifying Party.
  • Neither party may settle a claim that results in liability or admission of liability by the indemnified party without the indemnified party’s written consent.
  1. LIMITATION OF LIABILITY
  • Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER THE LAW, IN NO EVENT WILL SNOW OWL OR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROFITS, USE, GOODWILL, PERSONAL OR PROPERTY DAMAGE, OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES RESULTING FROM OR IN CONNECTION WITH THE AGREEMENT OR CUSTOMER’S USE, OR INABILITY TO USE THE SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
  • Amount of Damages. SNOW OWL’S MAXIMUM LIABILITY WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM IS LIMITED TO AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE SNOW OWL’S LIABILITY. EXCEPT WHERE PROHIBITED BY LAW, NO CLAIM REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THE AGREEMENT MAY BE MADE, NOR ACTION BASED UPON SUCH CLAIM BE BROUGHT BY CUSTOMER, MORE THAN ONE (1) YEAR AFTER THE TERMINATION OR EXPIRATION OF THE AGREEMENT. IN NO EVENT WILL SNOW OWL’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
  • Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SNOW OWL TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 11 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
  • Some jurisdictions do not allow the exclusion or limitation of damages. This Section 11 (Limitations of Liability) will apply to Customer solely to the extent not prohibited by applicable law.
  1. BETA SERVICES; FREE TRIALS
  • This Section describes the additional terms and conditions under which Customer may access and use certain features, technologies, and services made available to you by Snow Owl that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
  • Beta Terms. Customer must comply with all terms related to any Beta Service that Snow Owl posts on its website or provides to Customer. Snow Owl may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.
  • Beta Suggestions. Customer may provide Snow Owl with suggestions relating to the Beta Services. Snow Owl will own and may use and evaluate all suggestions for its own purposes.
  • Termination and Suspension of Beta. Snow Owl may suspend or terminate Customer’s access to or use of any Beta Service at any time. Customer’s access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Snow Owl.
  • WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, SNOW OWL PROVIDES BETA SERVICES “AS IS.” SNOW OWL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SNOW OWL DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
  • Free Trials. If Customer registers for a free trial, Snow Owl will make the Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by Snow Owl. Free trials are for evaluation purposes only. Snow Owl may terminate your free trial at any time at its sole discretion.
  1. COMPLIANCE WITH TRADE CONTROLS
  • Export Control. The Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Customer shall not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Entity, and Customer affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).
  • Customer represents and agrees that it is not, and will not permit exports, re-exports or transfers to third parties who are: (1) subject to the restriction of a sanctions or export denial list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons (“SDN”) List and the U.S. Entity List, Unverified List and Denied Persons List; (2) any individual or entity ordinarily resident in or organized under the laws of a region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Syria, North Korea and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); (3) using Snow Owl’s product or Service for any purpose prohibited by applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unnamed aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring Snow Owl to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer its products and services.
  1. GENERAL
  • Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Snow Owl's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify the legal department legal@snowowl.co.
  • Independent Contractor. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Each Party may identify the other as a customer or supplier, as applicable, and place the other Party's logo on its website or marketing materials.
  • All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented, nationally recognized overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address provided when the customer registered its account and notice to Snow Owl shall be sent to 1325 Howard St., #951, Burlingame, CA 94010, Attn: Legal Department (or to such other address as to which the other party has been notified). Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to the Snow Owl website and any product or service accessed via Snow Owl’s website may be delivered by Snow Owl posting such updates on its website or through in-product message. Either Party may change its notice address by notice in accordance with this paragraph.
  • The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
  • Entire Agreement; Amendment; Order of Precedence. With respect to its subject matter, this Agreement represents the parties' entire agreement and supersedes all prior agreements, understandings and representations, written or oral, between the parties. Other than as provided by Section 6, This Agreement may not be amended except by a writing signed by both Parties. Unless agreed to in writing by Snow Owl, the terms of any pre-printed purchase orders, vendor registration forms, registration portal terms, or general terms and conditions that Customer submits to Snow Owl that contains terms that are different from, in conflict with, or in addition to, the terms of the Agreement are hereby rejected by Snow Owl, and will be void and of no effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
  • Snow Owl may amend the Agreement from time to time. Customer’s continued use of the Services after the effective date of the amendment may be relied upon by Snow Owl as Customer’s consent to the amendment. Each amendment will supersede any previous versions of the Agreement and will govern any Services rendered to Customer by Snow Owl on or after the effective date of the amendment.
  • Injunctive Relief. Either Party may seek to enforce its rights hereunder with respect to the protection of (a) its confidential information or intellectual property; or (b) service offering; through temporary or permanent injunctive relief, which shall be in addition to any other relief available pursuant to the terms of this Agreement and which shall not require a bond or security.
  • Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remainder of this Agreement or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction, and the court or tribunal so holding shall be empowered to substitute, to the extent enforceable, provisions similar to said provision, or other provisions, so as to provide to the parties the benefits intended by said provision to the fullest extent permitted by applicable law.
  • Assignment; No Third-Party Beneficiaries. Except as expressly stated otherwise herein, neither Party may assign or transfer (including by operation of law) any rights or obligations under this Agreement without the written consent of the other Party, except that either Party may, without such consent, assign or transfer this Agreement to a successor to the business of such Party by merger, sale of assets or otherwise. Any assignment or transfer, or attempted assignment or transfer, in violation of this Agreement is void ab initio. This Agreement is not intended to confer any rights or remedies upon anyone other than the parties hereto.
  • Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
  • Governing Law; Jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the exclusive, personal jurisdiction of, and venue in, the state and federal courts of San Francisco, California. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. In the event either Party must retain an attorney to enforce this Agreement or defend any action arising out of this Agreement, the substantially prevailing Party in the action is entitled to recover its reasonable attorneys' fees and costs.
  • Customer agrees to be named as a customer reference for Snow Owl customer and prospective customer communications including use of Customer's logo on Snow Owl’s website or marketing materials. Subject to Customer’s trademark usage guidelines, Customer grants Snow Owl a non-exclusive, worldwide, royalty free right to include Customer’s name and logo in any customer listing appearing on or in any Snow Owl websites, brochures, fliers, presentations, annual reports and any other marketing materials. Customer will also provide agreed-upon testimonials in the form of press releases, articles, video, or event-related communications to customers and prospects regarding its use of the Services. Testimonials will be subject to the review and written approval of Customer. Any Customer proprietary data will remain confidential under the terms of the agreement between Snow Owl and Customer.
  • Commercial Communications. Customer agrees that Snow Owl may send email communications to Customers’ employee representatives to convey information about Snow Owl products and services, including promotional information about new or updated Snow Owl products and services, and Snow Owl events. Customer’s employee representatives may opt-out of such communications on an individual basis by managing their communication preferences.
  • Force Majeure: Should either Party be prevented or hindered from complying with any obligation created under this Agreement, other than the obligation to pay money, by reason of fire, flood, storm, act of God, governmental authority, labor disputes, pandemic, war or any other cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected, then the performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided that the Party affected by such delay is using reasonable commercial efforts to mitigate or eliminate the cause of such delay or its effects and, if events in the nature of the force majeure event were foreseeable, used commercially reasonable efforts prior to its occurrence to anticipate and avoid its occurrence or effect. The Party whose performance is not affected by the force majeure may terminate this Agreement upon notice to the affected Party should the force majeure event continue beyond 30 days.
  • Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts and each counterpart will constitute an original, but all counterparts when taken together will constitute one and the same agreement. An executed signature page that is sent by facsimile, .pdf file, or other electronic means will constitute an original signature for all purposes.
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