SnapLogic – End User Limited Trial Agreement for AWS

1. Definitions.

1.1 “Agreement” means this agreement and the attached exhibits.

1.2 “Cloudplex” means a virtual collection of one or more Nodes deployed on SnapLogic controlled hardware.

1.3 “Confidential Information” means this Agreement, the Services, SnapLogic Technology, SnapLogic pricing information, SnapLogic data security program information, all Customer Data and Customer Services Data, and any other information of a proprietary or confidential nature disclosed by one party (“Discloser”) to the other (“Recipient”) related to this Agreement, whether orally or in writing, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure.

1.4 “Customer Apps” means Customer’s SaaS services, data processing applications or standalone databases connected, or to be connected to the Services.

1.5 “Customer Data” means all electronic data stored on or transmitted to Customer Apps through the Services.

1.6 “Customer Services Data” means electronic data that supports or reflects the Services execution.  For clarity, Customer Services Data excludes Customer Data.

1.7 “Document” means a discrete set of data processed by the Services. Examples of a Document include, a row of data in a database table, a message, a form, invoice or report, an IoT call, Records from a database, the responses from SaaS apps like Workday and Salesforce, for example, employees, accounts. For clarity, if a pipeline has child pipelines, the count of documents in both the parent and child which count toward the SnapLogic Data Unit calculation.

1.8 “Documentation” means the on-line documentation SnapLogic provides for use with the Services (http://doc.snaplogic.com/home) and all other functional and technical specifications for the Services that are typically provided to other SnapLogic customers.

1.9 “Groundplex” means a collection of one or more Nodes deployed on Customer controlled hardware.

1.10 “Intellectual Property Rights” means all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade name, domain name right, trade secret, know-how or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world.

1.11 “Limited Use” means Customer’s internal business use. For clarity, Customer’s use of the Services and SnapLogic Technology are also restricted by additional limitations described in this Agreement.

1.12 “Node” means the data processing software component of the Services.

1.13 “Snap” means a modular collection of integration components built for a specific application or data source.

1.14 “SnapLogic Data Unit” or “SDU” means a Document processed by the SnapLogic Services.

1.15 “SnapLogic Technology” means SnapLogic’s non-hosted proprietary software and other technology provided as part of the Services subscription. SnapLogic Technology does not include Customer Data or Customer Services Data.

1.16 “Services” means the integration platform as a service provided by SnapLogic, including the SnapLogic Technology.

1.17 “Term” means one (1) year.

1.18 “Support Services” means the technical support services provided to Customers, as further described in Exhibit A (Service Level Agreement) and Exhibit B (Subscription Details).

1.19 “User” means a Person that Customer authorizes to administer use of the Services.

2. Provision of Services and SnapLogic Technology.

2.1 Provision of Services; Platform Access Right. Subject to the terms and conditions of this Agreement, SnapLogic will provide Customer with access and use of the Services up to the use limits described in the Subscription Details in Exhibit B. SnapLogic hosts portions of the Services either directly or subcontracted through a third-party hosting provider; and some configurations may require Customer to install SnapLogic Technology on Customer controlled hardware. SnapLogic grants to Customer during the Term the worldwide, non-exclusive, limited, non-transferable, royalty-free right for its Users to access and use the Services and Documentation up to the use limits of the purchased subscriptions during the Term solely for the Limited Use. SnapLogic will provide the Support Services. SnapLogic may update the Services, SnapLogic Technology and Support Services during the Term, however, at no time will an update materially diminish the function of the Services or SnapLogic’s obligations for the Support Services. SnapLogic reserves all rights not expressly granted.

2.2 SnapLogic Technology: Nodes and Snaps. SnapLogic grants to Customer a limited, non-exclusive, royalty-free, worldwide license to reproduce and use the Groundplexes and Snaps software only to the extent required and solely in connection with the Services during the Term for the Limited Use. THE SUBSCRIPTIONS PURCHASED UNDER THIS AGREEMENT, INCLUDING ANY RIGHTS TO USE THE SERVICES AND RIGHTS TO REPRODUCE AND USE GROUNDPLEXES AND SNAPS, MAY NOT BE COMBINED WITH OTHER SNAPLOGIC SUBSCRIPTIONS.

2.3 Services and SnapLogic Technology Restrictions. Customer shall neither directly nor indirectly: (i) sublicense, sell, transfer, assign (except as permitted by Section 11.3), distribute or otherwise commercially exploit the Services, including providing a service bureau, providing third-parties with managed services utilizing the Services or integrating the Services into a service or product Customer sells or licenses to one or more third-parties; (ii) modify or create derivative works of the Services; (iii) reverse engineer or disassemble the software for the Services, except as permitted by local law; (iv) copy any features, functions or graphics of the Services or create a service similar to the Services; (v) use the Services to knowingly send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or malicious code; (vi) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) provide or disclose to, or permit use of the Services by, persons other than Users; (ix) use the Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without SnapLogic’s prior written consent; (x) use the Services for a use other than the Limited Use, including with other SnapLogic subscriptions.

2.4 Security/Data Integrity. SnapLogic will implement and maintain administrative, physical, and technical safeguards for the Services designed to preclude the interception and maintain the confidentiality of Customer Data and Customer Services Data. Customer grants to SnapLogic a non-exclusive, worldwide, royalty-free, fully paid-up right and license to copy, access, transmit and otherwise process the Customer Data to provide the Services to Customer as set forth in this Agreement. SnapLogic will not: (a) access Customer Data or Customer Services Data except (i) to provide the Services and Support Services; (ii) to prevent or address service, security or technical problems with the Services or to perform the Support Services; (iii) to audit Customer’s use of the Services and confirm Customer’s compliance with the Agreement; (iv) to aggregate Customer Services Data with other SnapLogic customer metadata and use such aggregated metadata as part of the Services; (v) as compelled by law; or (vi) as Customer expressly permits in writing.

2.5 Customer Responsibilities. Customer is responsible for the acts and omissions of all Users in connection with this Agreement, as well as any and all access to and use of the Service by any User or any other person logging in under a User ID registered under Customer’s account, even if a claim may not be enforceable directly against those Users, due to lack of power or authority, discharge, offset or defense. Customer is responsible for the networking and hardware data security for the Services to the extent the Services are deployed on Customer controlled networks or hardware, including the legal and operational consequences of its configuration. Customer acknowledges that Customer’s access information, including User IDs and passwords of its Users, will be Customer’s “key” to the Services; accordingly, Customer will be responsible for maintaining the confidentiality of such access information. Customer will: (i) notify SnapLogic promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another SnapLogic user or provide false identity information to gain access to or use the Services.

3. Intellectual Property Ownership.

3.1 Proprietary Rights. As between SnapLogic and Customer, Customer owns all right, title and interest, including all related Intellectual Property Rights, in and to the Customer Data. As between SnapLogic and Customer, SnapLogic owns all right, title and interest, including all related Intellectual Property Rights, in and to the Services. The foregoing also includes any and all Services system performance data and machine learning based upon metadata (and not Customer Data), including machine learning algorithms, and the results and output of such machine learning. SnapLogic retains all Intellectual Property Rights arising from the provision of Support Services. No jointly owned intellectual property is created under or in connection with this Agreement. Each party acknowledges that the other party’s name, logo, and product names associated with the Services are trademarks of their respective parties, and no license to such marks is granted herein.

3.2 Feedback. Customer grants to SnapLogic a royalty-free, fully paid up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into any SnapLogic products or services, any suggestions, enhancement requests, recommendations or other feedback provided by Customer to SnapLogic that is related to any SnapLogic products or services.

4. Fees; SnapLogic Data Units

4.1 Fees; Payment. Payment obligations are non-cancelable and fees paid are non-refundable, and the subscriptions purchased cannot be decreased or exchanged for alternative subscriptions. To the extent Customer claims and earns Service credits in accordance with the SLA, Customer may only exchange such credits for additional Services, and not for cash.

4.2 Effect of Nonpayment. SnapLogic may suspend or terminate this Agreement or the Subscription Services upon thirty (30) days’ written notice if Customer fails to pay any undisputed amount within thirty (30) days of the date on which payment was due. Customer will continue to be charged for Services during any suspension.

4.3 SDU Subscriptions. All SDU subscriptions are non-transferrable, either in whole or in part to any other party. SnapLogic will periodically review Customer’s Services account to determine the number of SDUs that Customer consumes during each subscription year. During the Term, Customer may purchase additional SDU subscriptions to increase the number of SDUs available for consumption during that subscription year; however, any time Customer’s use of SDU’s exceeds the subscribed SDU limit, Customer will automatically purchase an SDU subscription that, at minimum, most closely exceeds the amount of additional SDUs consumed by Customer. At the end of a subscription year, all unused SDUs expire immediately.

4.4 SDU Services Credits Calculation. As described in the Service Level Agreement (SLA), one (1) day’s current monthly fees is equal to the total value of the purchased, paid-for Services and SDU subscriptions for the subscription year, divided by three-hundred sixty-five (365).

5. Term; Termination.

5.1 Term; Termination. Either party may terminate this Agreement upon Customer’s material breach that remains uncured for thirty (30) days following written notice, except that in the event of a breach of Section 2.1, 2.2, 2.3, 10 or 11.7, there will be no cure period to the extent such breach is incurable. SnapLogic reserves the right to modify, or discontinue offering, any portion or version of the Services effective as of the conclusion of Customer’s then-current Services term.

5.2 Treatment of Customer Data Following Expiration or Termination. Following termination or expiration of all Customer subscriptions, SnapLogic will deactivate Customer’s account and destroy any existing Customer Services Data and Customer Data.

5.3 Effect of Termination; Survival. Upon expiration or termination of this Agreement: (a) all subscriptions, licenses, right to use or access the Services will cease; (b) Customer Data and Customer Services Data will be returned or deleted as described in Section 5.2; and (c) Sections 1, 2.3, 3, 5, 6.2, 6.3, 6.4 and 7 through 11 will survive.

6. Representations and Warranties.

6.1 By SnapLogic.

a) Conformity with Specifications. SnapLogic represents and warrants to Customer that the Services will conform to the Documentation. Customer’s sole and exclusive remedy to the breach of such representation and warranty is that Customer will have thirty (30) days following the effective date this Agreement to accept or reject the Services. The Services are deemed accepted by Customer upon expiration of the thirty (30) day period unless Customer provides SnapLogic with a defect notice describing a substantial non-conformance of the Services to the Documentation. Upon receiving defect notice from Customer, SnapLogic shall have a reasonable time, at no charge to Customer, to remedy the non-conformance and resubmit the Services to Customer. If SnapLogic is unable to remedy the non-conformance, Customer may accept the Services “as is”, subject to a reasonable fee adjustment, or Customer may, at its option, terminate this Agreement and receive a full refund of all fees paid to SnapLogic for such Services. SnapLogic will have no obligation under this Agreement to correct, and SnapLogic makes no warranty with respect to, errors caused by or attributable to: (1) use of the Service in a manner inconsistent with the Documentation or this Agreement; or (2) hardware or software misuse, modification, or malfunction.

b) Non-infringement. SnapLogic represents and warrants to Customer that the Service, when used in accordance with the instructions in the Documentation and this Agreement, does not and will not infringe or misappropriate any third party’s Intellectual Property Rights. As SnapLogic’s sole and exclusive obligation and Customer’s sole and exclusive remedy for breach of the foregoing warranty, SnapLogic will indemnify Customer as set forth in Section 8.

6.2 By Customer. Customer represents and warrants to SnapLogic that (i) this Agreement is signed by a representative having the authority to bind Customer; (ii) Customer has the right to transmit the Customer Data through the Services, (iii) Customer has right to connect each Customer App to the Services. As Customer’s sole and exclusive obligation and SnapLogic’s sole and exclusive remedy for breach of (ii) or (iii), Customer will indemnify SnapLogic as set forth in Section 8 and may terminate this Agreement as described in Section 5.1 (Term; Termination).

6.3 WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, SNAPLOGIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE Services MAY BE SUBJECT TO LIMITATIONS, RISKS, AND OTHER PROBLEMS INHERENT IN ELECTRONIC COMMUNICATIONS, AND SNAPLOGIC DOES NOT WARRANT THAT USE OF THE Services IS RISK-FREE. EXCEPT AS AGREED IN SECTION 2.4 (SECURITY/DATA INTEGRITY), SNAPLOGIC DOES NOT PROVIDE REPRESENTATIONS, WARRANTIES, OR ASSURANCES AGAINST DATA INTERCEPTION OR ACCESS ON ANY PART OF THE SERVICE DEPLOYED ON CUSTOMER CONTROLLED HARDWARE OR NETWORKS, INCLUDING AT ANY Services INTERFACE. SNAPLOGIC IS NOT RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO CUSTOMER DATA TO THE EXTENT SUCH LOSS OR DAMAGE COULD HAVE BEEN PREVENTED OR LIMITED BY CUSTOMER’S UTILIZATION OF THE BEST PRACTICES SET FORTH IN SECTION 7.5.

CUSTOMER ACKNOWLEDGES AND AGREES THAT PURCHASES HEREUNDER ARE NEITHER CONTINGENT NOR DEPENDENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES. SNAPLOGIC MAKES NO REPRESENTATIONS OR WARRANTIES (A) REGARDING THE SUITABILITY OR COMPLETENESS OF THE Services, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE Services, OR (C) THAT THE Services WILL MEET CUSTOMER’S REQUIREMENTS.

7. Encryption and Authentication Requirements. Customer acknowledges that it is solely responsible for its implementation of the Services and the data security it employs in its operation of the Services. SnapLogic recommends that Customer utilize the following best practices whenever possible

a) Customer will enable session connection encryption using the then most current implementation of SSL or TLS for any connection between the Customer Apps and the Services.
b) Where session connection encryption is not available for a particular Customer App, Customer will encrypt the data payload using strong encryption (128-bit encryption or better).
c) Customer will utilize industry-best practice authentication control for User access to the Services.

8. Indemnification.

8.1 Third-Party Infringement Claims Regarding the Services. SnapLogic will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid by SnapLogic under a settlement of such Claim (“Liabilities”) made in accordance with the terms of Section 8.5 (Indemnity Process). The foregoing obligations do not apply with respect to any Claim based on or arising from (i) the Customer Data; (ii) the Services or portions or components thereof (A) used not strictly in accordance with this Agreement or in an environment or on a platform or with devices for which it was not designed or contemplated; (B) made in whole or in part in accordance with Customer specifications; (C) modified, altered, combined or enhanced by a party other than SnapLogic; or (D) combined with other products, services, processes, content or materials not supplied by SnapLogic and not reasonably anticipated to be combined with the Services. The foregoing obligations also do not apply to (E) any continuing allegedly infringing activity after being notified thereof or provided modifications that would have avoided the alleged infringement, or (F) any Claims based on or arising out of Customer’s or Customer’s Users breach of this Agreement or the limits described in the Subscription Details (Exhibit B) ((A) through (F) collectively, the “Excluded Claims”).

8.2 Infringement Remedies. If SnapLogic receives information about an infringement or misappropriation claim arising directly out of the Services (and not arising out of an Excluded Claim), SnapLogic may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate; (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement or (iii) if (i) and (ii) are not practicable despite SnapLogic’s reasonable efforts, then SnapLogic may terminate Customer’s subscription for the Services and refund Customer a pro-rated amount of any prepaid fees covering the remainder of the term of the terminated subscriptions. This Section 8 states SnapLogic’s sole liability, and the Customer’s exclusive remedy, for any infringement or misappropriation of third-party intellectual property rights with respect to the Services.

8.3 General Indemnification by SnapLogic. If Customer complies with Section 8.5 (Indemnity Process), SnapLogic will defend Customer from and against all third-party Claims and pay any Liabilities arising out of or relating to any such Claims, arising from the following:
(a) SnapLogic’s or any of its subcontractor’s gross negligence or willful misconduct or intentional acts causing tangible personal property damage, bodily injury or death; or
(b) SnapLogic’s failure to comply with applicable laws and regulations.

8.4 By Customer. Customer will defend SnapLogic against any Claim described below made or brought against SnapLogic by a third party, and will indemnify and hold harmless SnapLogic from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid by Customer under a settlement of such Claim (“Liabilities”) made in accordance with the terms of Section 8.5 (Indemnity Process):

(a) Customer’s or its Users’ gross negligence or willful misconduct or intentional acts causing tangible personal property damage, bodily injury or death;
(b) Customer’s breach of any warranty set forth in Section 6.2;
(c) Customer’s failure to comply with applicable laws and regulations, including data privacy laws and regulations; and
(d) any Excluded Claims.

8.5 Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party, at the indemnifying party’s expense, sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim unless the settlement unconditionally releases the indemnified party of all liability for the Claim without acknowledgment by the indemnified party of fault or wrongdoing); (c) providing to the indemnifying party all available information and reasonable assistance in connection with the Claim, at the indemnifying party’s request and expense; and (d) not compromising or settling such Claim. The indemnified party may otherwise participate in the defense of the Claim, at the indemnified party’s sole expense (not subject to reimbursement).

9. Limitation of Liability.

9.1. NO CONSEQUENTIAL DAMAGES. EXCEPT FOR A BREACH OF THE LICENSES IN SECTION 2, A BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS (SECTION 10) OR TO SATISFY ITS INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE RESPONSIBLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY OR ERROR IN THE CONTENT, EVEN IF SNAPLOGIC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. LIMITATION OF AMOUNT. EXCEPT FOR (1) A BREACH OF THE LICENSES OR RESTRICTIONS IN SECTION 2.1 THROUGH 2.3; (2) A BREACH OF CONFIDENTIALITY OBLIGATIONS (SECTION 10), EXPORT RESTRICTIONS (SECTION 11.7); (3) EACH PARTY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; AND (4) DAMAGE ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER SNAPLOGIC NOR CUSTOMER SHALL BE LIABLE FOR AGGREGATE LIABILITY THAT EXCEEDS THE SUMS ACTUALLY PAID BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT.

CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

10. Information Protection.

10.1 Confidentiality. Each party acknowledges that in connection with this Agreement it may obtain Confidential Information of the other party. The recipient party (“Recipient”) shall not access or use, or permit the access or use of, the Confidential Information of the disclosing party (“Discloser”) other than as necessary to perform Recipient’s obligations or exercise its rights hereunder. Recipient may not knowingly disclose, or permit to be disclosed, Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees, officers, directors, consultants, contractors, agents or advisors (“Representatives”) who have a need to know for purposes of the Recipients’ exercise of its rights or performance of its obligations under this Agreement and who are bound in writing to keep such information confidential consistent with this Agreement. Recipient acknowledges and agrees that it is responsible and liable for any breach by its Representatives of this section of this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure and will not use less than a reasonable degree of care. The foregoing will not apply to any information that: (i) was or becomes generally known by the public through no fault of Recipient or its Representatives; (ii) was rightfully known to Recipient, without restriction, prior to disclosure by Discloser; (iii) was rightfully, and with authority, disclosed by a third party to Recipient, without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; or (v) is expressly permitted to be disclosed pursuant to the terms of this Agreement. If the Recipient or any of its Representatives is required pursuant to a judicial or legislative order or proceeding to disclose any Confidential Information of Discloser, then, to the extent permitted by applicable law, the Recipient shall promptly notify the Discloser of such requirement prior to disclosure so that the Discloser can seek a protective order or other remedy.

10.2 Return or Destruction of Confidential Information. Upon Discloser’s written request at any time and subject to any contrary obligations under this Agreement or applicable law, Recipient shall at Discloser’s direction promptly return or destroy and erase from all systems it directly or indirectly uses or controls all or part of any originals and copies of documents, materials and other embodiments and expressions in any form or medium that contain, reflect, incorporate or are based on Discloser’s Confidential Information, in whole or in part, except to the extent required by applicable law or in backup systems until deleted in the ordinary course, provided that all such information and materials will remain subject to the confidentiality and security requirements set forth in this Agreement. Recipient shall provide, upon request, a written statement to Discloser certifying that it has complied with the requirements of this section.

10.3 Information Security. Customer agrees to implement and maintain at all times appropriate technical, security and organizational measures to: (i) ensure the security and confidentiality of the Confidential Information of SnapLogic, (ii) identify and protect against anticipated or hazards to the security or integrity of the Confidential Information of SnapLogic, and (iii) protect against unauthorized access to or use of the Confidential Information of SnapLogic.

11. General.

11.1 No Publicity. Neither party shall issue any press release regarding this Agreement without the prior written consent of the other party.

11.2 Notices. All notices, requests, demands, waivers, consents and other communications hereunder will be in writing and will be served by personal service, certified or registered mail or confirmed electronic transmission at the address of the receiving party set forth below (or at such different address as may be designated by such party by written notice to the other party) and shall be deemed complete upon receipt.

If to SnapLogic:
SnapLogic, Inc.
1825 South Grant Street, 5th Floor
San Mateo, CA 94402
Attn: Elizabeth Loar, VP, Finance
Email: [email protected]

If to Customer:
Customer’s name and address entered.

11.3 Assignment. Neither party may assign this Agreement, by operation of law or otherwise, without the other party’s prior written approval; provided, however, that a party may assign its rights and obligations under this Agreement, without the approval of the other party, to an entity that acquires all or substantially all of the assets of the assigning party; provided, further that for any permitted assignment by a party, the assigning party will provide the non-assigning party with written notice of such assignment and that the party receiving the assignment assumes all of the performance obligations and liabilities of the assigning party. Any attempted assignment in violation of the foregoing will be null and void.

11.4 Governing Law; Venue. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of California, USA, without regard to conflicts of law provisions. Neither the U.N. Convention of Contracts for the International Sale of Goods nor UCITA will apply. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be San Francisco, California, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction.

11.5 Remedies. Except as provided in Sections 7 and 8, the parties’ rights and remedies hereunder are cumulative. Customer acknowledges that the Services contain SnapLogic’s valuable trade secrets and proprietary information, that any breach of this Agreement relating thereto may constitute harm to SnapLogic for which monetary damages would be inadequate, and that seeking injunctive relief may be an appropriate remedy.

11.6 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Service. Neither party shall have any authority to contract for or bind the other party in any manner whatsoever.

11.7 Export Compliance. Customer acknowledges that the Services may be subject to U.S. and foreign export and import restrictions. Customer will not and will not allow any export or re-export of any part of the Services, such as Node software, or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Services is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

11.8 Audits. Customer shall maintain (in English) complete auditable records related to its use of the Services and compliance with its obligations under the Agreement. During the Services Term and two (2) years thereafter, Customer shall provide to SnapLogic, its auditors (including internal audit staff and external auditors) access at all reasonable times (and in the case of regulators at any time required by such regulators) to any facility in which Customer is using the Services, to Customer personnel, and to data, records, systems and applications relating to the Services for the purpose of performing audits and inspections of Customer in order to verify compliance with the terms of Section 2.1 through 2.3.

11.9 Waiver; Amendment; Severability. A party’s failure to enforce any provision in this Agreement will not constitute a waiver unless in writing. No amendment hereof will be effective unless in writing and signed by both parties. If any provision of this Agreement is unenforceable, it will be changed and interpreted to accomplish the objectives of such provision to the extent legally permissible; remaining provisions will continue in full force and effect. Neither party will be liable for failure to perform due to causes beyond its reasonable control.

11.10 Entire Agreement. This Agreement forms the entire agreement between Customer and SnapLogic regarding the subject matter hereof. It supersedes all prior or contemporaneous negotiations or agreements between the parties regarding its subject matter. Any preprinted terms on any Customer purchase order will have no effect on the terms of this Agreement and are hereby rejected. Headings are for reference purposes. “Including” means “including but not limited to.”

11.11 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The parties have caused this Agreement to be executed by their respective authorized representatives, as of the date indicated below the representative’s signature.

By clicking “I AGREE” below, I acknowledge that I have read the terms of this Agreement, and that I am duly authorized and do accept the terms of the above agreement on behalf of the Customer.

Exhibit A

Service Level Agreement

This SnapLogic Service Level Agreement (“SLA”) describes the service level policies under which SnapLogic provides the Services to Customer.

All of the service and performance standards set forth in this SLA are subject to Customer’s compliance with SnapLogic’s technical requirements for the Services, as well as Customer’s compliance with the Agreement.

1. Services Availability.

Following user acceptance testing and effective as of the first day Customer’s production instance is operational, SnapLogic will meet the Availability excluding excusable downtime (“Excusable Downtime”) when providing Services to Customer.

Excusable Downtime includes:

a. Updates and Maintenance
(i) Scheduled. To maximize optimal performance of the servers that provide the Services for Customer, SnapLogic will perform routine maintenance and apply standard updates on the servers and to the Services from time to time. When Services updates are made, they are typically performed or applied between the hours of midnight and 4 a.m., Eastern Time on a Sunday to ensure maximum availability to customers. For routine maintenance, SnapLogic will use commercially reasonable efforts to notify Customer at least forty-eight (48) hours in advance. For all scheduled updates and maintenance, the average amount of downtime typically does not exceed four hours per month.
(ii) Emergency.  SnapLogic may need to make emergency updates to address security, privacy, legal, regulatory, or third-party hardware and software issues not reasonably foreseen by SnapLogic or within SnapLogic’s direct control. In such cases, SnapLogic will apply the update as soon as possible. Customer agrees to cooperate with SnapLogic in the deployment of all such emergency updates. While SnapLogic will use commercially reasonable efforts to notify Customer in advance of any emergency updates, due to the nature of the update, SnapLogic in its sole discretion may not be able to notify Customer until after the update is made.

b. Network Unavailability beyond SnapLogic’s Control: SnapLogic’s inability to pass incoming and outgoing TCP/IP traffic due to network issues not caused by SnapLogic. This may include systemic disruption of internet carrier telecommunications or equipment, other interruptions of service on the backbone or on the Customer’s or End Customer’s portion of the network, or interruptions or significant degradations of service caused by denial of service or similar attacks. Network Unavailability Beyond SnapLogic’s Control is considered Excusable Downtime for its entire duration and takes precedence over any other downtime cause with respect to calculating Services Availability.

Availability: The percentage of minutes measured over the course of a calendar month that the Services are reachable and accessible, excluding Excusable Downtime.

2. Services Credits and Early Termination.
If Customer believes that SnapLogic has failed to maintain Availability for a particular month and wishes to receive a Services Credit (as defined below), Customer must notify SnapLogic within ten (10) business days following the end of the month in which the failure occurred. Services level claims will be verified against SnapLogic’s system records, which will prevail in event of any conflict with Customer records. Availability measurements will be conducted by SnapLogic. Platform availability statistics are available via trust.snaplogic.com.
Subject to the procedures in this section, in the event of a verified Availability failure, SnapLogic will credit Customer’s account one day’s current monthly fees for each one full percent (1%) of Services unavailability in such month below the Services availability percentage (“Services Credits”). One day’s current monthly fees will be calculated using the average of the purchased and paid-for Services and SDU subscription value during the subscription year until the day of the event. Services Credits in any month will not exceed twenty-five percent (25%) of monthly fees and will be applied in the month following the Services unavailability only. Receipt of Services Credits will be Customer’s sole and exclusive remedy for any failure or interruption of the Services.

3. Customer Support.

3.1 Definitions

3.1.1 “Business Day” means Monday through Friday in the United States, excluding U.S. federal holidays.

3.1.3 “Error” means a failure of the Services to perform as substantially as described in the Documentation.

3.1.4 “Issue” means an Error that is classified as “Priority 1”, “Priority 2”, “Priority 3”, or “Priority 4”.

3.1.5 “Workaround” mean a solution or resolution that provides materially equivalent functionality while an Issue is being addressed. The workaround may involve a reasonable number of additional steps by the User to achieve the same result.

3.2 Support Access Methods
Support access information can be found at https://www.snaplogic.com/services/customer-support
Support contacts may request SnapLogic support via telephone or electronic mail.
To enable SnapLogic to meet its response time commitments to Customer, Customer must provide certain information in all communications regarding Issues.
For new Issues, Customer must provide the following information:
1.  Customer account name
2.  User name that the User uses to access the Services.
3.  Results of any troubleshooting measures Customer may have already undertaken, and a list of steps that can be followed to reproduce the issue.
4.  As many other details about the issue as possible, including any co-existing issues and any recent updates or changes that may have been made to the network topology or infrastructure.
For subsequent communications about existing Issues, Customer must provide the following information:
1.  Customer’s previously assigned case ID and priority level.
2.  Any additional details about the Issue since Customer was last in contact with the SnapLogic support resources.

3.3 Response Times
If Customer encounters an Issue, Customer may contact SnapLogic’s support services personnel as set forth above. SnapLogic will respond to reported Issues as described in subsection (3.4), below, commencing when SnapLogic actually receives Customer’s notice of the Issue (i.e., leaving a message that SnapLogic does not receive does not mean that the response time calculation has commenced).

3.4 Priority Response and Resolution Target Matrix
During case creation, a SnapLogic technical support representative will assign a priority level, based on the standards described in the matrix below.

NOTE: SnapLogic Technical Support does not provide guidance with “how to” inquiries related to pipeline development or scripting. Users requiring assistance on these topics will be deferred to the SnapLogic Community or to their Account Manager to engage SnapLogic Professional Services.
SnapLogic response time to Customer is defined in the Subscription Details (Exhibit B).
Following issue notification from Customer, SnapLogic will use best efforts to identify a temporary fix, work-around or patch to address P1 or P2 issues until such issues are addressed. Addressing an issue means that the issue is either fully solved or the issue is fixed so that it can be de-escalated to a lower priority status (e.g. P2 to P4). SnapLogic may use any resolution method available (i.e. fixes, workarounds, etc.) to resolve an Issue. Each support request is assigned a case number and the issue is prioritized according to the above matrix.
A case will be closed when a Customer’s inquiry is resolved. A resolution is typically one of the following: an answer to the question, a suggestion on how to perform a particular task or an acceptable workaround to a product issue. Customers will be notified of case closures, and this closure notification will always be done via email, to the email address on record.
A case can be re-opened at any time at a Customer’s request, if further investigation is required. A new priority level may be assigned at such time.

4. What Is Not Included Within Support Services

4.1 Installation. Assistance with the installation and configuration of third party hardware or software. SnapLogic does not provide these services.

4.2 Assistance to Customers not in good standing. Access to SnapLogic support resources and SnapLogic’s obligations under this Policy are available only to customers whose accounts are in good standing with SnapLogic.

Exhibit B

Subscription Details

Subscription Fees:
$48,000.00 per year.
Subscription Details:

Exhibit C

Cancellation and Return Policy

Except as explicitly provided in the Agreement, Customer may not return, cancel. exchange or reduce a purchased Services subscriptions for any reason.