Terms of Service

DataPancake™ Terms of Service

Last Updated: August 27, 2025

 

Welcome to DataPancake™! These Terms of Service (these “Terms”) apply to our websites, microsites, mobile versions of these websites (collectively, the “Sites”) and the Solutions (as defined below) that expressly adopt and display or link to these Terms and that are owned, operated or controlled by TDAA Technologies Corp., a Delaware corporation (“TDAA” or “we” or “our”). We make available and provide the Services (as defined below) to you subject to these Terms. Please read these Terms carefully. By visiting or using our Sites, registering with or creating an account on or with our Services, downloading, installing, or using a Solution with a link to these Terms, or buying or using any other Solution (including but not limited to using our DataPancake Solution (as defined below)) you agree to accept and be bound by these Terms, which may be modified from time to time in our sole discretion, and our privacy policy at www.datapancake.com/privacy-policy (“Privacy Policy”) which may also be modified from time to time in our sole discretion.

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The DataPancake Solution is provided via Customer’s Snowflake account and cannot be used apart or independently therefrom. Customer is solely responsible for the subscription, payment, and compliance with all terms and conditions related to Customer’s use of Snowflake. Snowflake Inc. is not responsible for any breach of this Agreement by TDAA. The availability of any Solution in the Snowflake Platform does not imply Snowflake’s endorsement of such Solution or any affiliation with TDAA.

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THESE TERMS, TOGETHER WITH ANY ORDER FORM(S) AND/OR SOW(S), IF APPLICABLE (EACH, AS DEFINED BELOW), CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE EARLIER OF THE DATE OF YOUR FIRST VISIT TO ANY SITE, ACCESS OR USE OF ANY SOLUTION, OR THE ORDER FORM OR SOW EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE ORDER FORM OR SOW).  CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE APPLICABLE ORDER FORM OR SOW. BY BROWSING THE SITES, EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” OR “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THESE TERMS ARE INCONSISTENT WITH ANY ORDER FORM, SOW OR OTHER AGREEMENT SIGNED OR ACCEPTED BY YOU AND TDAA, IF ANY, SUCH ORDER FORM, SOW OR OTHER AGREEMENT SHALL CONTROL AND SUPERSEDE THESE TERMS WITH RESPECT TO THE SUBJECT MATTER OF SUCH ORDER FORM, SOW OR OTHER AGREEMENT.

BY BROWSING THE SITES AS A USER AND/OR BY COMPLETING THE REGISTRATION PROCESS, BECOMING A CUSTOMER (WHETHER UNDER A FREE TRIAL PERIOD OR UNDER A PAID SUBSCRIPTION), OR SIGNING AN ORDER FORM OR SOW, YOU REPRESENT THAT WHETHER YOU ARE A USER OR CUSTOMER (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TDAA, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS. IF THE INDIVIDUAL SIGNING AN ORDER FORM OR SOW FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES.  YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES, AND NOT THIS AGREEMENT. WE MAY AT OUR SOLE DISCRETION CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AT ANY TIME ON A GOING-FORWARD BASIS. SUBJECT TO SECTION 13.12, IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS FOR CHANGES PRIOR TO USE OF THE SERVICES, AND IN ANY EVENT YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF ANY CHANGES. WE WILL NOTIFY YOU OF ANY SUCH MATERIAL CHANGES BY POSTING NOTICE OF THE CHANGES ON THE SERVICES, AND/OR, IN OUR SOLE DISCRETION, BY EMAIL. WHEN CHANGES ARE MADE, TDAA WILL MAKE A NEW COPY OF THESE TERMS AVAILABLE AT ITS SITES AND WE WILL ALSO UPDATE THE “LAST UPDATED” DATE AT THE TOP OF THESE TERMS. YOU MAY NOT ACCESS OR USE THE SERVICES FOR THE PURPOSE OF MONITORING THEIR AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY, OR FOR ANY BENCHMARKING OR COMPETITIVE ANALYSIS, UNLESS SOLELY FOR A BONA FIDE INTERNAL BUSINESS PURPOSE AS A TDAA CUSTOMER AND WHICH RESULTS SHALL NOT BE SHARED WITH ANY THIRD PARTY WITHOUT TDAA’S PRIOR WRITTEN CONSENT. 

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1. DEFINITIONS. Capitalized terms will have the meanings set forth in the applicable Order Form or SOW, this Section 1 (Definitions), or in the section where they are first used.

   1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Solutions.

   2. “Applicable Data Protection Laws” means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.

   3. “Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the Solutions pursuant to Customer’s rights under this Agreement.

   4. “Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Solutions.

   5. “DataPancake Solution” means, subject to the representations and warranties herein, TDAA’s proprietary Snowflake native application named “DataPancakeTM” designed to flatten, normalize, enrich, secure, and document raw, complex and/or deeply nested semi-structured data and make GenAI-ready relational dynamic tables and views.

   6. “Documentation” means the technical materials provided by TDAA to Customer, if any, in hard copy or electronic form describing the specifications, features, functions, use and/or operation of the Solutions.

   7. “Free Trial” means a free pilot period trial for use of the Solutions that is exclusively available to Customer on terms mutually agreed in writing between Customer and TDAA and subject to this Agreement. 

   8. “Free Trial Period” means the period of time set forth in the applicable written agreement between Customer and TDAA during which access to the Solutions are made available on a trial basis free of charge as contemplated by Section 2.3 (Free Trial Period).

   9. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

   10. “Licensed Materials” means results, reports, materials and documentation made available to Customer as part of the Solutions.

   11. “Listing Information” means information about the Solutions (but not any Solution itself), including title, description, any applicable metadata, any information made available via a data dictionary (including any samples of the Solution that are made available), TDAA’s branding, name, logo, trademarks, and service marks, the branding, name, logo, trademarks, and service marks of any third party on whose behalf TDAA makes the Solutions available, product cost, pricing model, and other information provided by TDAA and made available to Customer through the Snowflake Platform. Listing Information may also include additional restrictions on use by Customer that are supplemental to any restrictions contained herein (e.g., that such Solution may be used for demonstration and sales purposes only, etc.).

   12. “Order Form” means an order form for Solutions that is signed by both parties and references this Agreement.

   13. “Personal Data” means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,” or “personally identifiable information” or similar information governed by Applicable Data Protection Laws. 

   14. “Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

   15. “Professional Services” means professional services provided by TDAA to Customer as described in any Order Form or SOW, including services relating to the Solutions and support, implementation, training, and on-boarding thereof.

   16. “Services” means, collectively, the Sites and Solutions.

   17. “Solutions” means any desktop/online/cloud-based and mobile applications, plugins, add-ons, extensions, software and other software services provided by TDAA to Customer under this Agreement and as may be set forth in an Order Form or SOW, including, but not limited to, a subscription to the DataPancake Solution and any Professional Services, and including all application programming interfaces used in connection therewith.

   18. “Solutions Commencement Date” means the date on which TDAA begins providing the Solutions to Customer pursuant to a subscription, as may be set forth in the applicable Order Form or SOW.

   19. “SOW” means a statement of work or other written contract executed by Customer and TDAA for TDAA’s provision of Services to Customer.

2. PROVISION OF SERVICES.

   1. Access. Subject to Customer’s payment of the fees set forth in the Order Form or SOW as applicable (“Fees”), TDAA will provide Customer with access to and use of the applicable Solution in accordance with the applicable Listing Information promptly following Customer’s acquisition or purchase of the applicable Solution. On or as soon as reasonably practicable after the Solutions Commencement Date, TDAA will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Solutions in accordance with the Access Protocols; provided that Customer shall be responsible for obtaining and maintaining any equipment, accounts, networks, and ancillary services needed to connect to, access or otherwise use the Solutions, including, without limitation, its own Snowflake account, other accounts, modems, hardware, servers, devices, internal software, operating systems, internet connectivity, web servers, etc. (collectively, “Equipment”). Customer acknowledges that access to or use of some or all of the Solutions may be prevented, interrupted, or otherwise blocked by firewalls, cyber-security software, internet accessibility settings or other features, functionalities, incompatibilities, or configurations relating to Customer’s Equipment, and TDAA has no responsibility to any party with respect thereto.

   2. Support Services. Subject to these Terms, TDAA will provide commercially reasonable support to keep the Solutions operational and available to Customer, in accordance with its then-current standard policies and procedures. Notwithstanding the foregoing, this Agreement does not entitle Customer or any Authorized User to any support for the Solutions, and any support provided by TDAA in relation to the Solutions is provided without any warranty of any kind. Additional support services may be provided by TDAA to Customer further to a separate written agreement between the parties. Subject to the foregoing, Customer agrees to provide all information reasonably requested by TDAA in connection with any technical support provided by TDAA. 

   3. Free Trial Period. If Customer is participating in a Free Trial for any of the Solutions, (a) Customer expressly acknowledges and agrees that the no-fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein, and (b) TDAA will make such Solutions available to Customer for the Free Trial Period solely pursuant to (i) the preamble to these Terms and Sections 1 (as applicable), 2, 3, 5, 7, 8, 9, 10, 12 and 13 hereof, and (ii) the following additional terms (both (b)(i) and (b)(ii) collectively, the “Free Trial Terms and Conditions”):

      1. LIMITATIONS.

         1. No Indemnification Obligations. TDAA has no obligation to indemnify Customer against any Claims based on a claim by any third party alleging that any Solution infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction.

         2. Suspension of Free Trial. Customer must follow any policies made available to Customer regarding the Solutions and, if TDAA determines (at its sole discretion) that any Customer Content submitted, stored, sent or received via the Solutions by Customer or its Authorized Users (“Free Trial Customer Content”) does not comply with these Terms or other policies (including without limitation the Free Trial Term and Conditions) or if TDAA is investigating suspected misconduct, TDAA may suspend or stop provision of the Solutions to Customer with or without notice.

         3. Customer Content Obligations. Customer is solely responsible for protecting its Customer Content from any risks caused by any Solution. 

         4. Free Trial Period Further Terms. Use of the Solutions by Customer during a Free Trial Period is strictly for Customer’s internal evaluation purposes only, is not supported, is provided “as is” without warranty of any kind, and may be subject to additional terms. For the avoidance of doubt, all information and materials relating to the Solutions during a Free Trial Period (including, without limitation, any and all information regarding features, functionality, performance, workflows, visual layouts and the like) are the Confidential Information (as defined in Section 10 (Confidentiality)), trade secrets and intellectual property of TDAA subject to all of the protections and restrictions of this Agreement and available under law. TDAA may discontinue any Free Trial Period at any time in its sole discretion and may never make Free Trial Periods generally available. TDAA may also immediately terminate Customer’s or any Authorized User’s right to use the Solutions during a Free Trial Period (or terminate the Free Trial Period) for any reason and at any time in its sole discretion, with or without notice. TDAA shall have no liability for any harm or damage arising out of or in connection with the use of any Solution during a Free Trial Period or any termination thereof.

         5. End of the Free Trial Period. Upon TDAA’s written request or upon the expiration or termination of the Free Trial Period that does not immediately transition into a paid subscription by Customer to any Solution, Customer shall promptly (a) cease all use of the Services and (b) destroy all copies, in any form or media, of the Solutions and Licensed Materials, including, without limitation, any source code, and shall certify in writing that such information and materials have been destroyed; provided that Customer may keep any Licensed Material that has been expressly consented to in writing by TDAA and that identifies with particularity such specific or Licensed Material.  For the avoidance of doubt, Customer agrees that the restrictions set forth in Section 3.2 of this Agreement shall remain in full force and effect upon the expiration or termination of the Free Trial Period, and that Customer covenants not to use any Solution or Licensed Materials for any purpose following such expiration or termination except pursuant to a paid subscription by Customer.

      2. DISCLAIMERS AND LIMITATION OF LIABILITY. THE DISCLAIMERS AND LIMITATION OF LIABILITY TERMS OF SECTIONS 8 AND 9 OF THESE TERMS SHALL APPLY TO CUSTOMER DURING ANY FREE TRIAL PERIOD EXCEPT THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING FROM CUSTOMER’S USE OF THE SOLUTIONS UNDER THE FREE TRIAL TERMS AND CONDITIONS IS TO STOP PARTICIPATING IN THE FREE TRIAL AND CEASE USING THE SOLUTIONS.

   4. Third-Party Systems. Customer’s access to or use of the Solutions depend on the availability or utilization of third-party systems, data, products, or services outside of TDAA’s control, and TDAA shall not be liable to Customer or any party, nor shall Customer pursue or make any claims against TDAA, for the quality, accuracy, completeness, malfunction, bug, error, quality, viruses, failure or availability of any third-party systems, data, products or services, including without limitation Customer’s use of Snowflake, or TDAA’s inability to provide access to the Solutions based on the unavailability or failure of third-party systems, data, products, or services.

   5. Third-Party Sites. The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to Customer and not as an endorsement by TDAA of the content on such External Sites. The content of such External Sites is developed and provided by others. Customer should contact the site administrator or webmaster for those External Sites if Customer has any concerns regarding such links or any content located on such External Sites. TDAA is not responsible for the content of any linked External Sites and does not make any representations or covenants regarding the content or accuracy of materials or information on such External Sites. Customer should take precautions when downloading files from all websites or online sources to protect Customer’s computers from viruses and other destructive programs. If Customer decides to access linked External Sites, Customer does so at Customer’s own risk.  Customer acknowledges and agrees that the Solutions are or may be hosted or provided through systems, services, or products provided by Snowflake Inc., including without limitation the Snowflake Marketplace (collectively, the “Snowflake Platform”), and as such, Customer is or may be required to consent or agree to Snowflake’s terms and conditions of use, privacy and security policies, and other applicable policies to access, receive or use the Solutions through the Snowflake Platform. TDAA is not liable or responsible for the Snowflake Platform or Snowflake terms or policies.

   6. HIPAA. Apart from Customer contact and subscription information, TDAA does not host, receive, or access any Customer Content that would constitute personally identifiable information or Protected Health Information (as defined under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”)), via Customer’s use of the DataPancake Solution or any Solution. Customer remains solely responsible for ensuring its own compliance with HIPAA in connection with its use of the Solutions. Because TDAA does not access or process Protected Health Information from Customer, TDAA is not a “Business Associate” under HIPAA, and therefore no Business Associate Agreement (BAA) with Customer is required.

3. INTELLECTUAL PROPERTY.

   1. License Grant. Subject to the terms and conditions of this Agreement, TDAA grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as permitted under Section 13.6 (No Assignment)) license during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form or SOW, (a) to access and use the Solutions and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Solutions. Customer may permit any Authorized User to access and use the features and functions of the Solutions as contemplated by this Agreement; provided that Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Solutions.

   2. Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware or network used to operate the Services, including by knowingly violating the security of the Services; (f) modify, copy or make derivative works based on any part of the Services or Documentation; (g) access or use the Servies to build a similar or competitive product, solution, technology, or service, including, but not limited to, training a machine learning or AI system; (h) attempt to access the Services through any unapproved interface; (i) cause the Services to become subject to the terms of any open source license agreement; (j) engage in any conduct that restricts or inhibits TDAA’s use of its Services; (k) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or (l) otherwise use the Services, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant) or in a manner inconsistent with applicable laws (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of TDAA or its licensors on the Licensed Material or any copies thereof.

   3. Ownership. The Services, Licensed Material and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of TDAA and its licensors. All rights in and to the Services, Licensed Material and Documentation not expressly granted to Customer in this Agreement are reserved by TDAA and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Licensed Material, Documentation, or any part thereof.

   4. Snowflake Marketplace. The Snowflake Platform (and all enhancements, improvements, and documentation related thereto), is the exclusive property of Snowflake Inc. and its licensors as applicable.

   5. License to Licensed Material.  Subject to the terms and conditions of this Agreement, TDAA grants Customer a royalty-free, nonexclusive, non-transferable (except as permitted under Section 13.6 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.

   6. Open Source Software. Certain items of software may be provided to Customer with the Solutions and may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, TDAA makes such Open Source Software, and TDAA’s modifications to that Open Source Software, available by written request at the notice address specified below.

   7. Feedback. TDAA (or its licensors as applicable) is, shall remain, and shall be the sole and exclusive owner of all right, title and interest in and to all feedback, suggestions, or ideas with respect to the Services (including all intellectual property rights therein) provided by Customer, without any compensation or attribution due to or claim by Customer with respect thereto.  TDAA will not identify Customer as the source of any such feedback.

4. FEES AND EXPENSES; PAYMENTS.

   1. Fees. In consideration for the access and use rights granted to Customer and the Solutions provided under this Agreement, unless Solutions are provided further to a Free Trial, Customer will pay to TDAA the Fees. All Fees are billed through the Snowflake Platform or as otherwise may be sent via invoice to Customer from TDAA from time to time. Except as otherwise provided in an applicable Order Form and/or SOW, all Fees billed by delivery of a TDAA invoice are due and payable within 30 days of the date of the invoice.  TDAA reserves the right to modify the Fees payable hereunder upon written notice to Customer at least 45 days prior to the end of the then-current term.  TDAA reserves the right (in addition to any other rights or remedies TDAA may have) to discontinue the Solutions and suspend all Authorized Users’ and Customer’s access to the Solutions if any Fees are more than 30 days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.  Except as provided in an Order Form, SOW or expressly set forth herein, Fees paid are not refundable.

   2. Payment Processing. From time to time TDAA may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) (“Payment Processors”).  By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by TDAA, and hereby consents and authorizes TDAA to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer’s transactions hereunder.

   3. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on TDAA’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Solutions, or the license of the Solutions to Customer. Customer will make all payments of Fees to TDAA free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to TDAA will be Customer’s sole responsibility, and Customer will provide TDAA with official receipts issued by the appropriate taxing authority, or such other evidence as TDAA may reasonably request, to establish that such taxes have been paid.

   4. Interest. Any amounts not paid when due will bear interest at the rate of 1.5% per month, or the maximum legal rate if less, from the due date until paid.

5. CUSTOMER CONTENT AND RESPONSIBILITIES.

   1. License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content.  Customer will obtain all third-party licenses, consents and permissions needed for the Services to collect, access, use, and otherwise Process the Customer Content to provide the Solutions.  Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, all necessary rights and consents for TDAA to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). With the prior written consent of Customer (which may be delivered by email), Customer grants TDAA a non-exclusive, worldwide, royalty-free, and fully paid license during the Term to use Customer trademarks, service marks, and logos in promotional materials marketing websites and the like. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to TDAA in this Agreement are reserved by Customer.

   2. Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage TDAA’s system or data; and (e) otherwise violate the rights of any third party. TDAA is not obligated to back up any Customer Content. Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Solutions contrary to or in violation of the representations and warranties of Customer in this Section 5.2 (Customer Warranty) constitutes unauthorized and improper use of the Solutions.

   3. Customer Responsibility for Data and Security; Data Backup. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order to access the Solutions. Customer will have the ability to export its own Customer Content out of the DataPancake Solution and is encouraged to make its own back-ups of the Customer Content. Customer may export its Customer Content at any time prior to cancellation, suspension, or termination of its subscription. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer acknowledges and agrees that Customer retains sole responsibility to back up and export to Customer’s own external file system all data provided to Customer via the Solutions. ALL CUSTOMER DATA WILL BE IMMEDIATELY AND IRRETRIEVABLY LOST UPON TERMINATION OF CUSTOMER’S ACCESS TO THE DATAPANCAKE SOLUTION FOR ANY REASON, EVEN IF LOSS OF ACCESS TO THE SERVICES IS NOT DUE TO ANY FAULT OF CUSTOMER, TEMPORARY AND SUBSEQUENTLY REINSTATED.  TDAA DOES NOT RETAIN ANY CUSTOMER CONTENT OR DATA PROVIDED TO CUSTOMER AND IS NOT ABLE TO PROVIDE ANY DATA TO CUSTOMER THAT WILL BE IMMEDIATELY AND AUTOMATICALLY LOST UPON TERMINATION OF CUSTOMER’S ACCESS TO THE DATAPANCAKE SOLUTION FOR ANY REASON. 

6. PROFESSIONAL SERVICES. Where the parties have agreed to TDAA’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or SOW.  The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. 

7. DATA SECURITY; PRIVACY.

   1. Data Security. During the Term, TDAA will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Customer Content and Personal Data to the extent transmitted to TDAA (“Data Safeguards”). During the Term, TDAA will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Customer Content and Personal Data provided to TDAA.

   2. Privacy. Without limiting Customer’s obligations under Sections 2 (Provision of Services), and 3 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, TDAA’s Privacy Policy, as in effect from time to time.

   3. Additional Agreements. To the extent that TDAA or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

8. DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL, DOCUMENTATION AND ANY OUTPUTS ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. TDAA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY.  TDAA DOES NOT (A) WARRANT THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (B) MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OUTPUT, OR OTHER INFORMATION PROVIDED BY TDAA WITH THE SERVICES OR THAT THE SERVICES, RESULTS, OR OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (C) WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT THE SOLUTIONS PROVIDED BY TDAA MAY UTILIZE AI TECHNOLOGIES. TDAA REPRESENTS THAT THE AI TECHNOLOGIES USED HAVE BEEN IMPLEMENTED AND TESTED IN ACCORDANCE WITH APPLICABLE LAWS AND INDUSTRY STANDARDS. YOU FURTHER ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES, OUTPUTS (I) MAY BE INACCURATE, MISLEADING, OR BIASED, (II) DEPENDING ON CUSTOMER CONTENT USED FOR THE SERVICES, MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATES FOR OTHER CUSTOMERS, AND (III) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES. 

9. LIMITATION OF LIABILITY.

   1. Types of Damages. IN NO EVENT WILL TDAA BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF TDAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

   2. Amount of Damages. EXCEPT WITH RESPECT TO TDAA’S (A) INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM LIABILITY OF TDAA ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO TDAA DURING THE TWELVE MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SNOWFLAKE INC. OR TDAA’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE SERVICES.

   3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. CONFIDENTIALITY.

    1. Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party; provided that “Confidential Information” does not include any information that (a) is at the time of disclosure or 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) can be shown by contemporaneous documentation to have been already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by or for the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party. 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 (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s expense, if the Disclosing Party seeks an appropriate protective order. Any Confidential Information required to be so disclosed shall remain subject to this Agreement for all other purposes. The Services, Licensed Material and Documentation, and all enhancements and improvements thereto will be deemed Confidential Information of TDAA.

    2. Protection of Confidential Information. The Receiving Party agrees that it will not use for any other purpose or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees, contractors, representatives or agents who have 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 (with respect to TDAA). In addition, the Receiving Party will protect the Disclosing Party’s 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 written request, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information of the Disclosing Party to the extent that the Receiving Party’s routine back-up or disaster recovery procedures create copies of Confidential Information, but only for such archiving purposes during the Receiving Party’s normal archiving period; provided that such information retained pursuant to the foregoing shall remain subject to the continued application of the confidentiality, non-use, and data protection obligations under this Agreement for so long as such Confidential Information is retained by the Receiving Party. Upon the Disclosing Party’s request, the Receiving Party will certify in writing to the Disclosing Party its compliance with this Section 10 (Confidentiality).

11. INDEMNIFICATION.

    1. By TDAA. TDAA will defend at its expense any claims (including those threatened or alleged), actions, suits, demands (including pre-litigation demands) or proceeding and all resulting losses, liabilities, damages, settlements, expenses and costs (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Claims”) brought against Customer, and will pay any settlement TDAA makes or approves, or any damages finally awarded in such Claim, insofar as such Claim is based on a claim by any third party alleging that the Solutions infringe such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If a Solution or any portion of a Solution becomes, or in the opinion of TDAA is likely to become, the subject of a claim of infringement, TDAA may, at the sole option of TDAA: (a) procure for Customer the right to continue using the Solution; (b) replace the Solution with non-infringing software or services which do not materially impair the functionality of the Solution; (c) modify the Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the then-current term, and upon such termination, Customer shall immediately cease all use of the Solution and Documentation. Notwithstanding the foregoing, TDAA will have no obligation under this Section 11.1 or otherwise with respect to any infringement claim based upon (i) any use of the Solutions not in accordance with this Agreement or as specified in the Documentation; (ii) except for integration with the Snowflake Platform, any use of any Solution in combination with other products, equipment, software or data not supplied by or expressly authorized by TDAA in writing; or (iii) any modification of the Solutions by any person other than TDAA or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 11.1 states the sole and exclusive remedy of Customer and the entire liability of TDAA, or any of its officers, directors, employees, shareholders, contractors or representatives, for infringement claims and actions.

    2. By Customer. Customer will defend at its expense any Claim brought against TDAA, and will pay any settlement Customer makes or approves, or any damages finally awarded in such Claim, insofar as such Claim arises out of or relates to (a) an Exclusion, (b) Customer’s misuse of the Services or breach of this Agreement; or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the Services; or (ii) caused by the acts or omissions of Customer, its employees, contractors, officers, representatives, or agents.

    3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

12. TERM AND TERMINATION.

    1. Sites Term. With respect to the Sites, these Terms will apply upon Customer’s access or use of the Sites and continue in full force and effect as long as Customer continues to access or use the Sites (the “Sites Term”).

    2. Agreement Term. With respect to the Solutions, this Agreement will begin on the earlier of (i) the Solutions Commencement Date or (ii) the applicable effective date as set forth in the applicable Order Form or SOW, and continue in full force and effect for so long as such Order Form or SOW remains in effect or Customer continues to use the Solutions further to the terms hereof, unless earlier terminated in accordance with this Agreement (the “Subscription Term” and together with the Sites Term, the “Term”). Unless otherwise stated in the applicable Order Form or SOW, the Subscription Term will automatically renew for additional terms matching the duration of the initial term at the current applicable prices then in effect unless either party gives written notice of non-renewal to the other party at least (a) 60 days prior to the expiration of the then-current term for terms lasting at least one year or (b) 30 days prior to the expiration of the then-current term for terms lasting less than one year.  For the avoidance of doubt, if neither Customer nor TDAA terminates this Agreement prior to the end of a Free Trial Period, unless otherwise expressly agreed to in writing by TDAA, then upon expiration of the Free Trial Period, the Free Trial Period will automatically convert to a standard Subscription Term account, and this Agreement shall automatically renew and continue for one-year periods unless otherwise terminated as set forth herein.

    3. Termination of Sites Use. TDAA reserves the right, in its sole discretion, to restrict, suspend, discontinue, or terminate Customer’s access to all or use of any part of the Sites, at any time and for any reason without prior notice or liability. 

    4. Early Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than 30 days after receipt of written notice of such breach. Customer may also terminate this Agreement in accordance with Section 13.12.

    5. No Access Upon Termination of Snowflake Account; Loss of Data. Because the DataPancake Solution operates entirely within Customer’s Snowflake account, termination or suspension of that account will also terminate access to the Solution and any related Customer Content. Customer is responsible for exporting its Customer Content prior to cancellation, suspension, or termination, as TDAA does not host or retain Customer Content. CUSTOMER ACKNOWLEDGES THAT CUSTOMER SHALL IMMEDIATELY AND AUTOMATICALLY LOSE ALL ACCESS TO ALL LICENSED MATERIAL AND OTHER OUTPUT VIA THE DATAPANCAKE SOLUTION EVEN IF ACCESS TO THE SERVICES ARE SUBSEQUENTLY REINSTATED.

    6. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted under Section 3.1 (License Grant) and Section 5.1(a) (License; Ownership) will immediately terminate; (b) CUSTOMER SHALL IMMEDIATELY AND AUTOMATICALLY LOSE ALL ACCESS TO ALL LICENSED MATERIAL VIA THE DATAPANCAKE SOLUTION EVEN IF ACCESS TO THE SERVICES ARE SUBSEQUENTLY REINSTATED, and (c) any amounts owed to TDAA under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.6 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.6 (Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

13. MISCELLANEOUS.

    1. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper.

    2. Injunctive Relief. In addition to all other remedies available to a party in an action at law, in the event of any misappropriation of a party’s intellectual property or breach or threatened breach by a party of its confidentiality obligations under this Agreement, the non-infringing party shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to seek injunctive relief, including, but not limited to, specific performance of the terms of this Agreement.

    3. Export; Government Use. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from TDAA, or any products utilizing such data, in violation of the United States export laws or regulations. As defined in FAR section 2.101, the Solutions are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the United States federal government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

    4. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

    5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    6. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

    7. Compliance with Law. Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.

    8. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

    9. Independent Contractors. Customer’s and TDAA’s relationship is that of independent contractors, and neither party is an agent or partner of or has the authority to act on behalf of or bind the other.

    10. Notices. All notices required or permitted under this Agreement must be delivered in writing, if to TDAA, by emailing support@tdaa.com and if to Customer by emailing Customer’s contact email address listed on the Order Form, SOW, or other contact information provided to TDAA; provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Order Form or SOW, if applicable, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

    11. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No waiver of any rights under this Agreement will be effective unless in writing and signed by an authorized signatory of the party waiving such rights.

    12. Changes. TDAA reserves the right, at its sole discretion, to modify or replace any part of these Terms at any time. Material changes will become effective 30 days after notice is provided (a) by TDAA via email for Customers paying Fees for Solutions or (b) posting on the Sites for all other Customers. If a Customer paying Fees for Solutions does not agree to the updated Terms with material changes, such Customer may terminate its subscription before the changes take effect upon written notice to TDAA as set forth in Section 13.10 no later than 30 days after receipt of notice of the material changes. Customer’s continued use of or access to the Services or Solutions following such 30-day notice from TDAA constitutes acceptance of all changes. All immaterial changes will become effective for all Customers upon posting of such changes to these Terms, and it is Customer’s responsibility to check these Terms periodically for immaterial changes. TDAA may in the future offer new services and/or features through the Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of these Terms. Any agreement between Customer and TDAA that is signed by both parties may only be amended or modified with the written agreement of both Customer and TDAA.

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