The Company provides the Snowflake Connect online application for collating, analysing and managing data from multiple sources. Use of Snowflake Connect is subject to this Master Services Agreement.
The following terms are used regularly throughout this Master Services Agreement and have a particular meaning:
- ABN means Australian Business Number.
- Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Snowflake Terms.
- Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
- Client means a registered user of Snowflake that uses the features associated with a Client account, which in default shall be a Client under the Master Services Agreement.
- Company means Snowflake Analytics Pty. Ltd. ABN 31 613 440 887.
- Fee means a fee charged by the Company for use of Snowflake.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
- Master Services Agreement means the Company Master Services Agreement between the Client and the Company.
- Privacy Act means the Privacy Act 1988 (Cth).
- Snowflake means:
- The Snowflake platform accessible from #URL; and/or
- Any Snowflake application.
- Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Team Member means a registered user of Snowflake authorised by the Client that uses the features associated with a Team Member account.
- TPS means an online third-party service provider with whom a User holds an account.
- User means any registered Client or Team Member that uses Snowflake .
- User Data means images, information, documents or other data that is uploaded or input into Snowflake by the User or that forms part of the User’s Intellectual Property, whether provided via a TPS or not.
Using Snowflake Connect
- The Client shall be responsible for:
- Paying the Fees for using Snowflake in accordance with the Master Services Agreement; and
- Each Team Member’s use of Snowflake that the Client authorises.
- Snowflake is only available to Users over the age of 18.
- The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
- The Client may impose any additional rules or policies on each Team Member’s use of Snowflake that the Client authorises as the Client’s discretion. In the event that there is a conflict between such rules or policies and these Snowflake Terms, these Snowflake Terms shall prevail.
- Any dispute that arises between Users (including between a Client and a Team Member) regarding use of Snowflake must be dealt with between those Users. The Company shall not provide dispute resolution services for issues arising between Users.
- Snowflake may allow a Client to:
- Connect and manage various TPS data analytics services;
- View User Data collected from TPS accounts;
- View Manage analytics information based on User Data;
- Create Team Member accounts connected to the Client’s account and authorise Team Members access to such features as Client has access to; and
- Such other features as the Company may make available to the Client from time-to-time.
- Snowflake may allow a Team Member to use such features of Snowflake as the Client may grant the Team Member from time-to-time.
User Data and Analytics
- The Company makes Snowflake available as a tool for collating and analysing User Data from multiple TPS sources only.
- The Client remains responsible for all User Data that a User may access in connection with the Client’s account.
- The User acknowledges and accepts that:
- The accuracy of all information accessible via Snowflake is dependent on the Client, Team Member, TPS or third-party that provided the information to Snowflake ; and
- The Company makes no representation as to the accuracy or appropriateness of any User Data, and shall not be liable in the event that any information accessed via Snowflake was inaccurate, incomplete or out of date.
- TPS Registration & Login.
- A User may be able to register as a User, access Snowflake and use integrated features by connecting their account with certain third party services (TPS) (e.g. Google, Mailchimp etc.).
- As part of the functionality of Snowflake the User may connect their Snowflake account with a TPS by:
- Providing their TPS login information to the Company through Snowflake ; or
- Allowing the Company to access their TPS in accordance with its terms & conditions of service.
- When connecting to Snowflake using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
Ongoing Availability of TPS
- The User agrees that User access to Snowflake may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Snowflake .
- The User may disconnect the connection between Snowflake and the TPS at any time.
- The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
Data from TPS.
- Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Snowflake .
- In accordance with the Master Services Agreement, and by accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Snowflake for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
- The Company may issue the licence to the User on the further terms or limitations (including the number of users or TPS connections) in accordance with the Master Services Agreement.
- The Company may revoke or suspend the User’s licence(s) for any breach of the terms and conditions in this Agreement by the User, or the Master Services Agreement by the Client.
Modification of Terms
- The terms of this Agreement may be updated by the Company from time-to-time.
- Where the Company modifies the terms, it will provide the User with 14 days written notice, and the User will be required to accept the modified terms in order to continue using Snowflake .
- The User agrees and accepts that Snowflake is:
- Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
- Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Snowflake is available to the User unless expressly agreed in writing.
- As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Snowflake.
- The Company provides user support for Snowflake via the email address email@example.com.
- The Company shall endeavour to respond to all support requests within 1 Business Day.
Use & Availability
- The User agrees that it shall only use Snowflake for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
- The User is solely responsible for the security of its username and password for access to Snowflake . The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Snowflake account.
- The User agrees that the Company shall provide access to Snowflake to the best of its abilities, however:
- Access to Snowflake may be prevented by issues outside of its control; and
- It accepts no responsibility for ongoing access to Snowflake.
Data Collection Policy
- The Company collects all data including User Data and personal information in accordance with Australian law, and makes best endeavours to comply with the data laws in the legal jurisdiction where the Client is located. In some circumstances the Company may voluntarily comply with the data collection laws in the legal jurisdiction where the Client is located, in accordance with the terms of the Master Services Agreement. If a User has any concerns regarding the data collection laws or policies that govern their use of Snowflake , the User should consult Client that created their account in the first instance.
Security. The Company takes the security of Snowflake and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
- The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
- The Company stores data on servers based in the Australia according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so.
- The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. 2. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
- The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
- The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Snowflake.
The Snowflake Connect Application
- The User agrees and accepts that Snowflake is the Intellectual Property of the Company and the User further warrants that by using Snowflake the User will not:
- Copy Snowflake or the services that it provides for the User’s own commercial purposes; and
- Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Snowflake or any documentation associated with it.
- Notwithstanding User Content and anything to the contrary in the Master Services Agreement, all content submitted to the Company, whether via Snowflake or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Snowflake.
Disclaimer of Third Party Services & Information
- The User acknowledges that Snowflake is dependent on third-party services, including but not limited to:
- TPS services;
- Banks, credit card providers and merchant gateway providers;
- Telecommunications services;
- Hosting services;
- Email services; and
- Analytics services.
- The User agrees that the Company shall not be responsible or liable in any way for:
- Interruptions to the availability of Snowflake due to third-party services; or
- Information contained on any linked third party website.
Liability & Indemnity
- The User agrees that it uses Snowflake at its own risk.
- The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
- The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Snowflake, including any breach by the User of these Snowflake Terms.
- In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Snowflake , whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.
- Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
- The re-supply of services or payment of the cost of re-supply of services; or
- The replacement or repair of goods or payment of the cost of replacement or repair.
- Notwithstanding anything to the contrary in the Master Services Agreement, either party may terminate this Agreement by giving the other party 1 month’s written notice.
- This Agreement shall be automatically terminated in the event that the Master Services Agreement is terminated for any reason.
- Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
- Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 3.9, 3.12 and 3.13 survive termination of this Agreement.
- If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
- Includes or is accompanied by full and detailed particulars of the Dispute; and
- Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
- Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
- Subject to clause (4), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
- Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
- Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
Electronic Communication, Amendment & Assignment
- The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
- The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
- The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
- A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
- Notices must be sent to the parties’ most recent known contact details.
- The User may not assign or otherwise create an interest in this Agreement.
- The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
- The parties may agree to a Scope under the Master Services Agreement which shall act as special conditions to this Agreement in writing.
- To the extent this Agreement is in conflict with, or inconsistent with the Master Services Agreement, the terms of the Master Services Agreement shall prevail.
- To the extent this Agreement is in conflict with, or inconsistent with any special conditions made under this Agreement (i.e. a Scope under the Master Services Agreement), the terms of those special conditions shall prevail.
- Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
- The relationship of the parties to this Agreement does not form a joint venture or partnership.
- No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
- Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
- This Agreement is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
- Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.