These Terms of Service (the "Agreement") are entered into by and between Snowfire Corp., a Delaware corporation with offices at 16192 Coastal Hwy, Lewes, DE 19958 ("Snowfire") and the customer acquiring certain products and services of Snowfire ("Customer", and together with Snowfire, the "parties" and each, a "party"). This Agreement shall be effective as of the date the Customer agrees to be bound by this Agreement (the "Effective Date").
Subject to and conditioned on Customer's compliance with this Agreement, Snowfire hereby grants Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined below) to use the Product, including any Output (as defined below), solely for Customer's non-commercial, internal business use. Customer's access to and use of the Product must further comply in all material respects with all usage guidelines posted or made available by Snowfire.
"Product" shall mean Snowfire's technology-enabled product, including the software offering branded as "Snowfire" and the website at https://www.snowfire.ai/ as well as other related subdomains, software, content, services and/or platforms, including all versions and upgrades thereto.
During the Evaluation Term (as defined below), Customer shall have the right to create the number of Third Party Integrations (as defined below) set forth in the order for the Product or as otherwise agreed to by the parties (the "Order Form") pursuant to the license set forth in Section 1(a).
Except as expressly authorized in this Agreement or by Snowfire, Customer will not, and will not permit any third party, including any Authorized User (as defined below) to:
access or use the Product for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes);
modify, adapt, or create derivative works of the Product;
rent, lease, loan, resell, transfer, sublicense, display or distribute the Product to any third party;
decompile, disassemble, translate or reverse-engineer the Product or otherwise attempt to derive the Product' source code, algorithms, models or techniques used or embodied in the Product;
remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Product;
interfere with or disrupt servers or networks connected to any website through which the Product are provided;
automatically or programmatically extract data;
represent that any Output (as defined below) was human-generated when it was not;
use the Product for any illegal, unauthorized or otherwise improper purposes;
use or offer any functionality of the Product on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet "links" to the Product, or "frame" or "mirror" the Product on any other server, or wireless or Internet-based device;
use the Product to build a similar or competitive product or service; or
use the Product to transmit code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses.
All information, data (including information received or provided by Customer through Customer's use of the Product), text, documents, and other materials accessible, either directly or indirectly, through the Product ("Data") are the sole responsibility of the party from whom such information, data, text, documents, or materials originated. Customer acknowledges and agrees that:
the Product may provide access to or rely on Data from third parties;
Customer, and not Snowfire, is entirely responsible for all Data (if any), including ensuring the accuracy, completeness, and integrity of such Data, that Customer or its authorized users (such users, "Authorized Users"), as applicable, submits, uploads, emails, transmits, or otherwise makes available, either directly or indirectly, through or to the Product or to Snowfire or through or two a Third Party Integration (as defined below) ("Customer Data"); and
Customer is solely responsible for giving all required notices and obtaining all necessary consents before submitting, uploading, emailing, transmitting, or otherwise making available Customer Data through or to the Product or Snowfire.
Customer hereby further represents and warrants that:
Customer has all necessary rights and licenses to submit, upload, email, transmit, or otherwise makes available all Customer Data for Snowfire to exercise its rights granted and fulfill its obligations set forth herein, including as necessary for Snowfire to process any Customer Data submitted or make available, either directly, indirectly or through a Third Party Integration (as defined below), through or to the Product or Snowfire in accordance with this Agreement, including as set forth in Section 8(c); and
that Customer's submission of Customer Data through or to the Product or Snowfire, either directly, indirectly or through a Third Party Integration, will not violate this Agreement, any Snowfire usage guidelines or other policies, or any laws applicable to such Customer Data, including without limitation intellectual property laws and any privacy or data protection laws.
Customer shall not, and shall ensure each Authorized User does not, without Snowfire's prior written consent, provide, submit, upload, email, transmit, or otherwise make available, whether directly or indirectly from you or through a Third Party Integration (defined below), any Data that is:
Sensitive Personal Information;
related to an individual's biometric information;
covered under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as may be amended from time to time, including the Health Information Technology for Economic and Clinical Health Act and similar laws; or
related to a minor, as defined under applicable law.
"Sensitive Personal Information" includes information relating to race, ethnicity, religious beliefs, moral beliefs, philosophical beliefs, sex life, sexual orientation, gender identity, political opinions, trade union membership, medical information (including mental health), genetic data, biometric data, social security numbers, personal financial information (such as credit card, debit card and bank account numbers) and any other information considered sensitive personal information under applicable data and privacy laws and regulations.
Authorized Users may access and use the Product on Customer's behalf contingent upon such Authorized User's compliance with the terms and conditions of this Agreement and the terms of usage guidelines or other policies provided or made available by Snowfire (the "End User License Agreement"), provided that:
each Authorized User has a separate user account and only one Authorized User has access to each account;
Customer is responsible for ensuring that all Authorized Users agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Customer;
such use is only in furtherance of Customer exercising its rights granted and fulfilling its obligations set forth herein;
such use does not represent or constitute an increase in the scope of the license provided hereunder; and
Customer remains fully responsible and liable for any and all acts or omissions by such Authorized Users related to this Agreement and the End User License Agreement as if such acts or omissions are committed by Customer itself.
Including with respect to Section 13, Snowfire reserves the right at any time to modify, suspend, or discontinue the Product (or any portion thereof) with or without notice, and Snowfire shall not be liable to Customer or any third party for any such modification or discontinuance.
Customer acknowledges and agrees that the Product may include features that allow Snowfire to monitor use of the Product to confirm that such use complies with this Agreement. Such features may further permit Snowfire to disable use of the Product remotely. If Snowfire determines, in its sole discretion, that Customer's use of the Product imposes an unreasonable or disproportionately high load or burden on the Product or Snowfire's infrastructure, systems or resources, Snowfire may take reasonable actions to protect the integrity and performance of the Product or its infrastructure, systems or resources, including temporarily limiting, suspending or throttling Customer's access to the Product or certain features thereof. Snowfire will make a reasonable effort to notify Customer (email being sufficient) prior to taking such actions and will work in good faith to resolve the underlying issue.
If indicated in an Order Form or otherwise agreed to by the parties, Snowfire shall perform certain professional services as further set forth in the applicable Statement of Work (each, a "Statement of Work"), which may include integration, training, support or other similar services (collectively, "Professional Services"). Each Statement of Work will be governed by the terms and conditions of this Agreement and will specify, among other terms the parties deem relevant:
a description of the Professional Services that Snowfire will provide;
the schedule for performance;
the fees that Customer will pay; and
the schedule for payment.
In the event of any conflict between the terms and conditions of this Agreement and any Statement of Work, the terms and conditions of this Agreement shall take precedence except as expressly stated otherwise.
Customer shall supply Snowfire all information and inputs reasonably necessary for Snowfire to provide the Professional Services to Customer ("Customer Technical Specifications"), which may include information, documents, equipment, services, access, facilities and support regarding Customer's systems. In the event Customer fails to provide the Customer Technical Specifications, Customer will reimburse Snowfire for additional costs incurred due to such failure.
In addition to this Agreement and the End User License Agreement, the Snowfire Privacy Policy, available at https://www.snowfire.ai/resources/privacy-policy, which may be amended from time to time, (the "Privacy Policy") applies to how Snowfire may process personal information (including that of Customer's Authorized Users) provided as part of the Product. Customer acknowledges and agrees that by accessing or using the Product, Snowfire may receive certain information about Customer and/or Authorized Users, as applicable, including personal information, as set forth in the Privacy Policy, and Snowfire may collect, use, disclose, store, share, and process such personal information in accordance with such Privacy Policy.
Each party shall comply with the Data Processing Agreement available at trust.snowfire.ai, which is incorporated herein by reference.
Snowfire represents and warrants that it will provide the Services to Customer in accordance with the Service Level Agreement available at trust.snowfire.ai, which is incorporated herein by reference.
Including as set forth in Section 2(b), Customer shall be solely responsible for obtaining, configuring and maintaining any third-party hardware, network connectivity and third-party software required to access and use the Product, including computers, operating systems, web browsers and storage devices.
CUSTOMER'S USE OF THE PRODUCT IS AT CUSTOMER'S SOLE RISK. THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS EXPLICITLY STATED OTHERWISE HEREIN, SNOWFIRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
This Agreement shall be governed by the laws of the State of Texas, without regard to its choice of law provisions. Neither party will commence or prosecute any suit or claim to enforce this Agreement or otherwise arising under or by reason of this Agreement, other than in the federal and state courts of competent jurisdiction in or having jurisdiction over Travis County, Texas.
All requests and notices required or permitted to be given to the parties hereto shall be given in writing and shall be delivered to the other party at the appropriate address:
If to Snowfire:
Snowfire Corp.
16192 Coastal Hwy
Lewes, DE 19958
If to Customer:
At the address set forth in the Order Form.
Together with the End User License Agreement, this Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. In entering into this Agreement, neither party is relying on any statements, representations or warranties not contained herein.
If you have any questions about these Terms of Service, please contact us:
Snowfire Corp.
16192 Coastal Hwy
Lewes, DE 19958
Email: info@snowfire.ai