Terms of Service

RudderStack Terms of Service

The most recent prior version of these Terms of Service is available here.

1. RUDDERSTACK RESPONSIBILITIES

1.1 – Acceptance, Definitions and Provision of Services

These terms of service (the “Agreement”) is a binding contract between RudderStack, Inc. (“RudderStack”) and the entity or individual (the “Customer”) creating an account on the website www.RudderStack.com (the “Site”). Customer accepts this Agreement and the Data Processing Addendum published here (the “DPA”) by checking the acceptance box at signup, by accessing the Services, or by using the Services. The Trial Terms set forth in §11 of this Agreement apply to every Customer who creates an Account without contemporaneously subscribing to a paid plan. The “Effective Date” is the date Customer first accepts this Agreement.

Subject to the terms set forth in this Agreement, RudderStack will provide Customer with the Services on the plan tier the Customer subscribes to via the Site, at the rates published here (“Fees”). “Services” means the native customer data platform provided by RudderStack (including any corresponding SDKs, APIs, documentation, or software made available by RudderStack in connection with such service (“Software”)) and subsequent enhancements, updates, and bug fixes made generally available by RudderStack for no additional Fee (“Updates”), but specifically excludes Third-Party Products.

“Third-Party Product” means a non-RudderStack product or application that Customer chooses to integrate with or use in connection with the Services. Customers who create an Account without subscribing to a paid plan are provisioned with a thirty (30) day trial of the Growth tier feature set, governed by §11 (Trial Terms).

1.2 – Protection of Customer Data

RudderStack will maintain a security program materially in accordance with industry standards that is designed to (a) ensure the security of Customer data uploaded by Customer to the Services, including Customer’s end user data (collectively “Customer Data”); (b) protect against threats or hazards to the security of Customer Data; and (c) prevent unauthorized access to Customer Data. RudderStack’s security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by RudderStack personnel except (i) to provide the Services and prevent or address service or technical problems, (ii) as required by applicable law, or (iii) as Customer expressly permits in writing or under this Agreement. RudderStack will not materially diminish the protections provided in this Section during the term of this Agreement.

1.3 - Data Privacy

With respect to any personal data subject to Data Privacy Laws (as defined in the DPA) that Customer is permitted to transmit in connection with the Services (such as IP addresses or user IDs), the DPA (as updated from time to time) is hereby incorporated by reference into this Agreement. If there is a conflict between this Agreement and the DPA, the DPA shall govern. RudderStack will provide at least thirty (30) days’ prior notice of material changes to the DPA via email or in-product notification; continued use of the Services after the effective date of the change constitutes acceptance.

1.4 – Beta Services

From time to time, Customer may have the option to participate in a program with RudderStack where Customer gets to use Alpha or Beta services, products, features or documentation (collectively, “Beta Services”) offered by RudderStack. These Beta Services may contain bugs, errors, defects or harmful components. RudderStack does not provide any indemnities, service level commitments or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation thereto, Customer or RudderStack may terminate Customer’s access to Beta Services at any time.

1.5 - Paused Subscription State

A “Paused Subscription” means an Account state in which: (a) the data pipelines, transformations, and other Services configured for the Account cease to operate and no Events are ingested, processed, or delivered; (b) Customer Users may continue to log in to the Account in read-only mode for the limited purpose of inspecting and exporting configurations; (c) the Customer’s source, destination, tracking-plan, and transformation configurations are preserved as set forth in §1.6 (Configuration Preservation); (d) RudderStack does not automatically resume Services; and (e) the Account remains in the Paused Subscription state until the Customer affirmatively reactivates by subscribing to a paid plan via the Site, until the Preservation Period set forth in §1.6 expires, or until RudderStack terminates the Account, whichever occurs first. Reactivation requires the Customer to add a valid payment method and to subscribe to a Growth plan; reactivation does not extend, restart, or reinstate any prior Trial Period, Grace Period, or Annual Term.

1.6 - Configuration Preservation

For Accounts in the Paused Subscription state, RudderStack will preserve the Account’s source configurations, destination configurations, tracking plans, and transformation logic (collectively, “Configurations”) for a period of one (1) year following the date the Account entered the Paused Subscription state (the “Preservation Period”). During the Preservation Period, the Customer may reactivate the Account in accordance with §1.5 and resume operation using the preserved Configurations. RudderStack does not retain Customer Data ingested, processed, or delivered during prior Account activity beyond the period set forth in §6.3 (Survival), and this §1.6 does not extend or modify §6.3 with respect to Customer Data. Upon expiration of the Preservation Period without reactivation, RudderStack may delete the Configurations in its sole discretion.

2. PROPRIETARY RIGHTS

2.1 – Access to Services and Software

Subject to the terms of this Agreement, RudderStack hereby grants to Customer, during the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Services (including the Software), for Customer’s internal business purposes only.

2.2 – Reservation of Rights

RudderStack retains all right, title, interest (including, but not limited, to intellectual property rights) in and to the RudderStack Materials, Software, and Services, all improvements, enhancements or modifications thereto, and anything developed and delivered under this Agreement, including all System Data. “System Data” means anonymized and aggregated user and other data and information collected, derived, or otherwise generated by the Services that may be used by RudderStack to create logs, statistics and reports regarding performance, availability, integrity and security of the Services (e.g., aggregate response rate). No rights are granted to Customer hereunder except as expressly set forth in this Agreement.

2.3 – Customer Data License

Customer shall own all right, title and interest in and to the Customer Data, including any data based on or derived from the Customer Data and provided to Customer as part of the Services, but does not include System Data, any dashboards for displaying results, report templates or any other technology or components of the Services created, developed, used or provided by RudderStack. Customer hereby grants RudderStack a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, transfer and process the Customer Data for the sole purpose of RudderStack providing the Services and support to Customer under this Agreement.

2.4 – Feedback

Customer may from time to time provide RudderStack suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. RudderStack will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. RudderStack will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

2.5 - Product Telemtry

In addition to System Data, RudderStack may collect data generated by Customer's and its Users' use of the Services, including without limitation the volume and type of Events ingested, the destinations and integrations Customer configures, the Configurations established, the features and capabilities used, team size within the Account, and operational metadata such as login frequency and session duration ("Product Telemetry"). Product Telemetry is distinct from Customer Data; it does not include the contents of Events ingested through the Services, and RudderStack will not combine Product Telemetry with Customer Data. RudderStack collects, uses, and retains Product Telemetry in accordance with RudderStack's Privacy Policy for any legitimate business purpose, including without limitation product analytics, service improvement, security, customer retention, and sales and marketing. Nothing in this Section grants RudderStack rights in Customer Data beyond those expressly granted in §2.3.

3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

3.1 – Credentials

As part of the registration process, Customer will identify an administrative username and password for Customer’s account (the “Account”). Customer may use the administrative username and password to create standard Users (each with a user password) up to the maximum number permitted by Customer’s then-current plan tier. RudderStack reserves the right to refuse registration of or cancel passwords it deems inappropriate or not in compliance with RudderStack’s password policy specified on the website at the time of registration of the Account. Customer shall be responsible for the acts or omissions of any person or User who accesses the Services using passwords or access procedures provided to or created by Customer. Customer shall be responsible for all activities that occur under Customer’s Account. Customer must provide true, accurate, current and complete information as requested during the Account creation process, and must also keep that information true, accurate, current and complete. “User” means an individual Customer invites or permits to use the Services, including employees, contractors, agents and consultants of Customer or an approved Affiliate.

3.2 – Customer Restrictions

Customer will not (and will not allow any Third-Party to) directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or Services (or any documentation or data related to the Services); (b) modify, translate, or create derivative works based on the Software or Services; (c) copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software or Services; (d) use the Services or Software for the benefit of a Third-Party, in violation of any applicable laws or regulations or outside the scope expressly permitted hereunder (including in violation of the usage restrictions, volume limits, or feature limits applicable to Customer’s then-current plan tier as published at the pricing URL) ; (e) collect, process, store or transmit any Customer Data in violation of any applicable laws or regulations or privacy policies, agreements or other obligations Customer may maintain or enter into with its end users; (f) collect, transmit or provide to the Services hereunder any financial information of any nature, or any medical information of any nature, including bio-metric or genetic data, or any social security numbers, driver’s license numbers, birth dates, passwords, personal bank account numbers, passport, government-issued ID or visa numbers and credit card numbers), or any names or email addresses in combination with any phone numbers or mailing addresses, (other than those of Customer’s Users), or any other sensitive personal data; (g) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization or willfully render any part of the Services unusable; (h) use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; (i) incorporate the Services or Software into a product or service Customer provides to a Third-Party or publicly disseminate information regarding the performance of the Software or Services; or (j) remove any proprietary notices or labels (all of the foregoing, collectively, the “License Restrictions”).

3.3 – Customer Responsibilities

Customer shall be responsible for: (a) its Users’ compliance with this Agreement; (b) compliance with any and all applicable Third-Party terms of service, privacy policies and similar documents for platforms, networks and/or websites that Customer runs its applications on; (c) the legality, accuracy and quality of Customer Data, including ensuring that Customer’s use of the Services or Software to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end-users; and (d) use commercially reasonable efforts to prevent the unauthorized access to or use of the Services or Software. In addition, in the event RudderStack is legally or contractually required to change or modify the Software or Services in order to ensure the Software or Services complies with the terms of service or privacy policies of various platforms, networks and/or websites, then Customer shall be responsible for making all necessary changes to Customer’s applications and websites in order to continue using the Services. Customer also maintains all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Customer’s purposes.

3.4 - Third-Party Products

Customer may choose to use or procure Third-Party Products in connection with the Services. Customer’s use of any Third-Party Product is subject to a separate agreement between Customer and the Third-Party provider of the Third-Party Product. If Customer enables or uses Third-Party Products with the Services, RudderStack will allow the Third-Party Product providers to access and use Customer Data as required for the interoperation of the Third-Party Product and the Services. This may include transmitting, transferring, modifying or deleting Customer Data. Any Third-Party Product provider’s use of Customer Data is subject to the applicable agreement between Customer and the Third-Party Product provider. RudderStack cannot guarantee the continued availability of integrations of Third-Party Products with the Services, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation with the corresponding Services features in a manner acceptable to RudderStack.

3.5 - Overages

Free tier accounts are subject to a monthly Event limit published at the pricing URL; RudderStack reserves the right to suspend Services to a Free tier Account once that monthly Event limit has been reached and to keep the Account suspended until the start of the next calendar month or until the Account subscribes to a paid plan, whichever is earlier. For Growth Customers, overage handling is governed exclusively by §5.1(e) (Overages); the Free tier suspension provisions of this §3.5 do not apply to Growth Customers.

4. CONFIDENTIALITY

4.1 – Definition of Confidential Information

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

4.2 – Protection of Confidential Information

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any Third-Party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof (to the extent legally permitted), will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any Third-Party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5. PAYMENT OF FEES

5.1 - Fees

(a) Generally. Customer will pay RudderStack the Fees applicable to Customer’s then-current plan tier as published at here. All Fees are denominated in U.S. dollars. Except as expressly set forth in this Agreement, all Fees paid are non-refundable.

(b) Metered Usage Events. RudderStack measures usage in “Events.” An “Event” is a single API call or message ingested into the Services and processed for delivery to one or more destinations, including (without limitation) track, identify, page, screen, group, and alias calls. RudderStack-initiated retries arising from destination-side errors and RudderStack’s own internal diagnostic events are not counted. Events are measured at the Customer Data Ingestion endpoint and recorded in RudderStack’s billing systems, which Customer agrees shall be the authoritative record for purposes of billing absent manifest error.

(c) Billing for Growth Customers — Monthly Plan.

(i) Billing Cycle. All Growth subscriptions billed on a monthly basis are anchored to the first (1st) day of the calendar month. RudderStack will calculate the Customer’s Events for the calendar month, apply the Customer’s then-current Growth tier rates published at the pricing URL, and charge the payment method on file within five (5) business days after the end of that month.

(ii) Proration on Mid-Month Signup. If a Customer subscribes to a Growth monthly plan on a day other than the first (1st) of the calendar month, the Customer’s first month’s subscription Fees will be prorated based on the number of days remaining in that calendar month, and the first charge will cover the prorated period. Metered Event usage during the prorated first month is billed in full, without proration, based on actual Events ingested.

(iii) Proration on Tier Change. If a Customer changes Growth price points during a calendar month, subscription Fees are prorated based on the number of days at each price point during that month. Downgrades initiated by the Customer take effect at the start of the next calendar month, except where RudderStack expressly permits mid-month downgrade.

(iv) Authorization. By providing a payment method and subscribing, Customer authorizes RudderStack to charge that method on a recurring monthly basis until the subscription is terminated in accordance with this Agreement.

(d) Billing for Growth Customers — Annual Plan.

(i) Annual Subscription. A Customer may elect, at the time of subscription or at any subsequent renewal point, to subscribe to a Growth tier price point on an annual basis (an “Annual Subscription”). An Annual Subscription consists of twelve (12) consecutive calendar months commencing on the first (1st) day of the calendar month following election (or, if elected on the first day of a calendar month, that day) (the “Annual Term”).

(ii) Annual Discount. Customers electing an Annual Subscription receive a fifteen percent (15%) discount on the subscription Fees for the Customer’s elected Growth price point as compared to the corresponding monthly subscription Fees, applied to the entire Annual Term. Metered Event Fees, including overage Fees under §5.1(e), are not discounted and are billed monthly in arrears as set forth in §5.1(c)(i).

(iii) Payment. Subscription Fees for the Annual Term are charged in full to the payment method on file at the start of the Annual Term and are non-refundable except as expressly set forth in this Agreement.

(iv) Auto-Renewal. An Annual Subscription automatically renews at the end of the then-current Annual Term for a successive twelve (12) month Annual Term at the then-current Annual Subscription rate, unless Customer elects to cancel or to switch to monthly billing via the Site at least thirty (30) days before the end of the then-current Annual Term. RudderStack will provide notice of upcoming renewal at least thirty (30) days before the end of each Annual Term via email or in-product notification.

(v) Mid-Term Changes. A Customer on an Annual Subscription may upgrade to a higher Growth price point at any time during the Annual Term; the higher price point applies prospectively, the additional subscription Fees for the remainder of the Annual Term are charged on a prorated basis at the time of upgrade, and the renewal date for the Annual Term is unchanged. A Customer on an Annual Subscription may not downgrade to a lower Growth price point during the Annual Term except at renewal, but may switch to monthly billing effective the next renewal date by election at least thirty (30) days before the end of the then-current Annual Term.

(vi) Termination of Annual Subscription. A Customer terminating an Annual Subscription mid-term in accordance with §6.2 remains liable for the subscription Fees for the remainder of the Annual Term, except in cases of termination by Customer for RudderStack’s uncured material breach under §6.2 (in which case RudderStack will refund the prorated subscription Fees for the unused portion of the Annual Term).

(e) Overages.

(i) Tier Allotment. Each Growth price point includes a monthly Event allotment, as published at the pricing URL.

(ii) Overage Charge. If a Growth Customer’s Events in a calendar month exceed the allotment of its then-current Growth price point, the Customer remains on its then-current price point for the remainder of that month and incurs an overage charge for each Event ingested above the allotment, at the per-Event overage rate published for the Customer’s tier at the pricing URL. Overage charges are calculated at month-end and added to the Customer’s next charge under §5.1(c)(i). RudderStack does not promote a Customer to a higher Growth price point automatically based on overage.

(iii) Customer-Initiated Tier Change. A Customer that anticipates sustained usage above its current Growth price point’s allotment may, at any time, upgrade to a higher Growth price point via the Site (with the change applied prospectively and Fees prorated as set forth in §5.1(c)(iii)) or, in the case of an Annual Subscription, in accordance with §5.1(d)(v).

(iv) Above the Self-Serve Cap. If a Customer’s Events in a calendar month exceed twenty-five million (25,000,000), the Customer continues to be billed for that month at its then-current Growth price point plus the per-Event overage rate published for the 25,000,000-Event Growth price point, applied to all Events above the Customer’s tier allotment. The continued availability of the Services to such Customer is governed by §5.1(f) (Self-Serve Volume Cap; Transition to Enterprise).

(f) Self-Serve Volume Cap; Transition to Enterprise. Growth plans are intended for Customers ingesting up to twenty-five million (25,000,000)Events per calendar month. If a Customer’s Events exceed 25,000,000 in any calendar month, or if RudderStack reasonably anticipates sustained ingestion above that threshold, RudderStack will notify the Customer and direct the Customer to RudderStack’s Enterprise plan, which is offered separately and is not governed by this Agreement. RudderStack reserves the right, following thirty (30) days’ notice, to throttle, cap, or suspend the Services if the Customer continues sustained ingestion above 25,000,000 Events per month without entering into a separate Enterprise agreement.

(g) Dispute Window. Customer must dispute any charge within thirty (30) days of the date the charge is posted to the Customer’s payment method. Disputes raised after that thirty (30) day window are waived. Disputes shall be submitted via the in-product billing portal or to billing@RudderStack.com.

(h) Changes to Published Pricing. RudderStack may update the rates published at the pricing URL on at least thirty (30) days’ prior notice to Customer via email or in-product notification. Continued use of the Services after the effective date of the change constitutes acceptance of the updated rates.

5.2 – Payment Method; Failed Charges

Customer shall maintain a valid payment method on file. If a charge to Customer’s payment method fails, RudderStack will retry the charge in accordance with its then-current dunning practices and will notify the Customer. If the charge remains unpaid for eight (8) days after the original charge date, RudderStack will transition the Account to the Paused Subscription state set forth in §1.5; the Customer’s Configurations will be preserved as set forth in §1.6. Suspension or transition to Paused Subscription does not relieve Customer of the obligation to pay accrued Fees through the date of pause, and unpaid amounts accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower. RudderStack additionally reserves the right to terminate the Account in accordance with §6.2 for non-payment that remains uncured beyond the Preservation Period or earlier upon written notice.

5.3 – Taxes

Customer shall be responsible for all taxes, duties and other governmental charges associated with the Software or Services other than U.S. taxes based on RudderStack’s net income. If Customer is required by law to withhold any taxes, Customer must provide RudderStack with an official tax receipt or other appropriate documentation, and all fees are payable hereunder without any deduction for such withheld taxes or otherwise. If RudderStack has the legal obligation to pay or collect taxes for which Customer is responsible under the terms of this Agreement, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides RudderStack with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. TERMINATION

6.1 - Term

The term of this Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement. The default billing cycle is month-to-month with no minimum commitment, as set forth in §5.1(c). A Customer may elect at any time to subscribe to an Annual Subscription as set forth in §5.1(d), which carries a fixed twelve (12) month Annual Term that auto-renews unless cancelled in accordance with §5.1(d)(iv). Customer may terminate this Agreement as set forth in §6.2.

6.2 - Termination

Customer may cancel a Growth subscription at any time via the Site, with cancellation effective at the end of the then-current calendar month (or, for Annual Subscriptions, at the end of the Annual Term as set forth in §5.1(d)(iv)). Upon cancellation taking effect, the Account will be transitioned to the Paused Subscription state set forth in §1.5, and Customer’s Configurations will be preserved as set forth in §1.6. Customer may terminate this Agreement (and thereby cause RudderStack to delete the Account and Configurations earlier than the end of the Preservation Period) by sending a written termination notice in accordance with §10.5; absent such notice, the Account remains in the Paused Subscription state until the Preservation Period expires. Either party may terminate this Agreement immediately upon written notice if (a) the other party materially breaches any term or condition of this Agreement, and, if the breach is capable of remedy, fails to remedy that breach within thirty (30) calendar days of notice, or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings, assignment of substantially all of its assets for the benefit of creditors, or filing of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days. RudderStack may additionally suspend or terminate this Agreement and the Account in accordance with §3.5, §5.1(f), §5.2, §11, or any other express provision of this Agreement. Upon termination, Customer’s obligation to pay accrued and unpaid Fees through the effective date of termination survives. There are no prepaid Fees subject to refund under this Agreement.

6.3 - Survival

Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any accrued payment obligations and other terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to confidentiality, disclaimers, indemnification, limitations of liability and termination and the miscellaneous provisions below. Notwithstanding that RudderStack does not store data routinely as a function of providing the Services, RudderStack shall make available to Customer any Customer Data in its possession thirty (30) days after the expiration or termination, after which RudderStack shall have no further obligation to Customer with respect to Customer Data and may, in its sole discretion, permanently delete Customer Data.

7. MUTUAL INDEMNIFICATION

7.1 – Indemnification by RudderStack

RudderStack will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a Third-Party alleging that the use of the Services as permitted hereunder infringes any United States patent, trademark or copyright and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by RudderStack) in connection with any such Claim. The foregoing obligations do not apply with respect to the Services or portions or components thereof (a) not supplied by RudderStack, (b) made in whole or in part in accordance with Customer specifications, or (c) combined with other products, processes or materials of Customer’s business where the alleged infringement would not have occurred without such combination (collectively, the “Excluded Claims”). If the use of the Services by Customer has become, or in RudderStack’s opinion is likely to become, the subject of any claim of infringement, RudderStack may at its option and expense (i) procure for Customer the right to continue using and receiving the Services as set forth hereunder; (ii) replace or modify the Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and refund Customer the Fees Customer paid for the calendar month in which the termination is effective. This Section states RudderStack’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a Third-Party.

7.2 – Indemnification by Customer

Customer will defend RudderStack against any Claim made or brought against RudderStack by a Third-Party arising out of the Excluded Claims or any breach of the License Restrictions, and Customer will indemnify RudderStack for any damages finally awarded against RudderStack (or any settlement approved by Customer) in connection with any such Claim.

7.3 – Indemnification Procedure

Each party's indemnification obligations are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party of any Claim in writing; and (b) cooperating with the indemnifying party in the defense of any Claim. The indemnified party shall have the right to participate in the defense of any Claim with counsel selected by it subject to the indemnifying party's right to control the defense thereof. Each party's indemnification obligations are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party of any Claim in writing; and (b) cooperating with the indemnifying party in the defense of any Claim. The indemnified party shall have the right to participate in the defense of any Claim with counsel selected by it subject to the indemnifying party's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the indemnified party. Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any Claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld.

8. WARRANTY AND DISCLAIMER

8.1 – Mutual Representations

Each party represents to the other that: (a) it is duly organized and a validly existing entity, in good standing under the laws of the jurisdiction in which it was formed, and that it has the right and capacity to enter into this Agreement; (b) it has full power and authority to grant the rights granted by it under this Agreement and that there are no outstanding obligations or agreements that conflict with this Agreement; and (c) this Agreement, when signed by its duly authorized representative, constitutes a valid and legally binding obligation on that party that is enforceable in accordance with the terms of this Agreement.

8.2 – RudderStack Warranties

RudderStack warrants that: (a) it will use commercially reasonable efforts to prevent the introduction of viruses, Trojan horses or similar harmful materials into the Services (but RudderStack is not responsible for harmful materials submitted by Customer or Customer’s Users); and (b) the Services will perform materially in accordance with the applicable documentation (collectively, “Performance Warranty”). In the event of a breach of the Performance Warranty, RudderStack will use commercially reasonable efforts to correct any non-conformity. In the event RudderStack determines corrections to be impracticable, either party may terminate this Agreement, and RudderStack will refund Customer the Fees Customer paid for the calendar month in which the termination is effective. The Performance Warranty will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer noticed the non-conformity, (ii) if the non-conformity is caused by misuse, unauthorized modifications or Third-Party Products, or other third-party products, services, software or equipment, or (iii) Beta Services. RudderStack’s sole liability and Customer’s sole exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 8.2.

8.3 - Disclaimers

RUDDERSTACK DOES NOT WARRANT THAT THE SERVICE OR ANY PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR ANY PROFESSIONAL SERVICES. THE SERVICE AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND RUDDERSTACK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. RUDDERSTACK DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR ANY PROFESSIONAL SERVICES. RUDDERSTACK DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE OR ANY PROFESSIONAL SERVICES IS ACCURATE OR COMPLETE OR WILL ALWAYS BE AVAILABLE.

IN ADDITION, CUSTOMER ACKNOWLEDGES THAT RUDDERSTACK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. RUDDERSTACK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. RUDDERSTACK IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

9. LIMITATION OF LIABILITY

9.1 - Limitation of Liability

9.1.1 - Consequential Damages Waiver

IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, REPUTATIONAL HARM, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF SUCH DAMAGES IN ADVANCE.

9.1.2 - Damages Cap

EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO RUDDERSTACK FOR THE APPLICABLE SERVICE, OR THE APPLICABLE PROFESSIONAL SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. THE ABOVE LIMITS OF LIABILITY ARE EXCLUSIVE AS TO ALL REMEDIES AND THE LIABILITY CAP SHALL NOT BE COMBINED WITH ANY OTHER LIMITS OF LIABILITY SO AS TO INCREASE THE CAP VALUE IN ANY INSTANCE OR SERIES OF INSTANCES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, A PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

9.2 - Survival

The parties agree that the limitations and exclusions set out in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The terms in this Section 9 are a fundamental basis of the bargain and reasonable, having regard to all the relevant circumstances and the levels of risk associated with each party’s obligations under this Agreement.

10. GENERAL PROVISIONS

10.1 – Entire Agreement; Waiver; Conflicts

Both parties agree that this Agreement, together with the DPA published at the URL referenced in §1.3 (incorporated by reference), is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications, and understandings relating to the subject matter of this Agreement. Modifications to this Agreement will be made by RudderStack posting an updated version of this Agreement, with material changes taking effect on at least thirty (30) days’ prior notice to Customer via email or in-product notification; continued use of the Services after the effective date constitutes acceptance. Pricing changes are governed by §5.1(h); changes to the DPA are governed by §1.3. No waiver is effective unless in writing.

10.2 - Severability

In the event that any part or provision of this Agreement is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the Agreement will remain in full force and effect, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

10.3 - Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that a party may assign this Agreement upon written notice without such consent to an entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of that party’s voting securities or assets. Non-permitted assignments are void. This Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and permitted assigns.

10.4 - Independent Contractors

No agency, partnership, joint venture, or employment is created as a result of the Agreement and each party does not have any authority of any kind to bind or attempt to bind the other party in any respect whatsoever.

10.5 - Notices

All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Customer must be sent to the email or other address as set forth in Customer’s Account information. Notices to RudderStack must be sent to the following address: RudderStack, Inc., 631 Howard Street, Floor 5, San Francisco, CA 94105, Attn: Legal or legal@RudderStack.com.

10.6 - Governing Law and Venue

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California, or in a state court in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

10.7 - Export Restrictions

Customer must not access or use the Services in violation of any U.S. export embargo, prohibition or restriction. In addition, Customer must comply with all applicable laws and regulations governing the export, re-export and transfer of the Services and Customer is responsible for obtaining any required export or import authorizations.

10.8 - Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

10.9 – Exclusion of United Nations Convention on Contracts

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

10.10 - U.S. Foreign Corrupt Practices Act and U.K. Bribery Act 

RudderStack and Customer each represent and warrant to the other: (a) that it is aware of all anti-corruption legislation that applies to this Agreement and in particular the US Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010; (b) it has implemented rules and procedures that enable it to comply with this legislation and adapt to any future amendments thereto; (c) it has implemented appropriate rules, systems, procedures and controls for preventing the commission of corrupt acts, either by itself or its staff, and for ensuring that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, and unless prohibited by confidentiality or applicable law, reported to the other party; (d) its records relating to its business, including accounting documents, are maintained and kept to ensure their accuracy and integrity; and (e) it has not made, offered, received, or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement (reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction).

11. TRIAL TERMS

11.1 Application; Trial Eligibility

This §11 applies to every Customer that creates an Account on the Site without contemporaneously subscribing to a paid plan (each, a “Trial User”). Capitalized terms used and not defined in this §11 have the meanings given elsewhere in this Agreement.

(a) Trial Eligibility. The Trial is offered only to Customers that satisfy each of the eligibility criteria set forth in this §11.1. RudderStack determines eligibility in its sole discretion.

(b) Business Email Required. The Trial User must register the Account using a business email address tied to a domain controlled by the Trial User or its organization. RudderStack does not provision Trials to Accounts registered with email addresses on consumer email providers (including, without limitation, gmail.com, yahoo.com, outlook.com, hotmail.com, live.com, msn.com, icloud.com, me.com, mac.com, proton.me, protonmail.com, and aol.com), domains identified on industry-standard disposable, temporary, or anonymizing email-provider lists, or domains otherwise reasonably determined by RudderStack to be ineligible.

(c) Re-Trial Bar. A given email domain (and any domain RudderStack reasonably determines to be controlled by the same organization, including affiliated domains and parent/subsidiary domains) is eligible for a Trial only once in any rolling twelve (12) month period. A Trial User whose Trial Period or Grace Period has expired, or whose Trial Account has been terminated, is not eligible to initiate a new Trial under this Agreement, on the same domain or on any other domain controlled by the same organization, until twelve (12) months after the expiration or termination of the prior Trial. RudderStack may, in its sole discretion, waive the re-trial bar in individual cases (for example, where a Trial User’s prior Trial was terminated through no fault of the Trial User, or where a customer-success representative has approved a new Trial in writing).

(d) Ineligible Signups. Customers who do not satisfy the criteria in this §11.1 may not access the Trial, but are not otherwise restricted from purchasing Services.

(e) Sole Discretion; Anti-Circumvention. Eligibility under this §11.1 is determined by RudderStack in its sole discretion. Any attempt to circumvent the eligibility criteria — including by registering multiple Accounts using different email addresses on the same or related domains, by using disposable or relay email addresses, or by misrepresenting the Trial User’s identity or organization — constitutes a material breach of this Agreement and grounds for immediate termination under §11.10.

11.2 - Trial Period

Upon Account creation by a Customer eligible under §11.1, RudderStack will provision the Customer with access to the Services at the Growth tier feature set (the “Trial”) for a period of thirty (30) days commencing on the date of Account creation (the “Trial Period”). The Trial Period commences automatically and does not require a payment method. During the Trial Period, the Trial User has access to Growth tier features subject to: (a) the volume limits, integration limits, and other Growth tier restrictions published at the pricing URL; and (b) a Trial-specific aggregate event cap published at the pricing URL (the “Trial Event Cap”). If the Trial User reaches the Trial Event Cap before the end of the Trial Period, RudderStack may suspend the Services to the Account for the remainder of the Trial Period and direct the Trial User to subscribe to a paid Growth plan to resume.

11.3 - No Auto-Conversion

The Trial does not automatically convert into a paid subscription. To continue receiving Growth tier features after the Trial Period, the Trial User must affirmatively (a) add a valid payment method and (b) subscribe to a paid plan via the Site. Upon doing so, the Trial User becomes a Growth Customer and the recurring metered billing terms of §5.1 apply.

11.4 Grace Period

Upon expiration of the Trial Period (the end of Day 30), if the Trial User has not subscribed to a paid plan, the Account will enter a seven (7) day grace period (the “Grace Period”), ending at the end of Day 37. During the Grace Period: (a) data pipelines configured during the Trial Period will continue to operate; and (b) Growth tier features will be gated to the Free tier limits and feature set published at the pricing URL. The Trial User will not have access to Growth tier features in excess of Free tier limits during the Grace Period. During the Grace Period, a Trial User may choose to downgrade to the Free Tier instead of subscribing to a paid plan, but this does not occur automatically.

11.5 Nature of the Grace Period

The Grace Period is provided as a one-time courtesy. The Grace Period does not constitute a new trial, an extension of the Trial Period, a subscription, or any commitment by RudderStack to continue providing Services beyond Day 37. RudderStack may modify or eliminate the Grace Period at any time without notice.

11.6 Automatic Pause Following Grace Period

At the end of Day 37, if the Trial User has not subscribed to a paid plan, the Account will be transitioned to the Paused Subscription state set forth in §1.5. The Trial User’s Configurations will be preserved as set forth in §1.6. Pipelines will cease operating, and no Events will be ingested, processed, or delivered, on or after that time. The Trial User may reactivate the Account at any time during the Preservation Period by adding a valid payment method and subscribing to a Growth plan via the Site.

11.7 Data Restrictions

The data-type restrictions set forth in §3.2(f) apply in full to the Trial Period and the Grace Period. Without limiting that section, a Trial User shall not collect, transmit, or provide to the Services any financial information, medical information (including biometric or genetic data), social security numbers, driver’s license numbers, birth dates, passwords, personal bank account numbers, passport, government-issued ID or visa numbers, or credit card numbers, or any names or email addresses in combination with phone numbers or mailing addresses (other than those of the Trial User’s own Users), or any other sensitive personal data.

11.8 Compliance Responsibility

Without limiting §3.3, the Trial User accepts full responsibility for the legality, accuracy, and quality of all Customer Data submitted to the Services during the Trial Period and the Grace Period, including responsibility for ensuring that the collection, processing, storage, and transmission of such Customer Data complies with all applicable laws and regulations and with the Trial User’s privacy policies and obligations to its end users. By creating an Account and initiating the Trial, the Trial User affirmatively acknowledges and accepts the data restrictions in §11.7 and the responsibility allocation in this §11.8.

11.9 Trial Services Provided “As Is”

Notwithstanding §8.2, the Performance Warranty does not apply during the Trial Period or the Grace Period. The Services during those periods are provided “as is” and “as available,” and RudderStack disclaims all warranties, express or implied, with respect to such use, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service Level commitments and Service Credits set forth in Exhibit A do not apply during the Trial Period or the Grace Period.

11.10 Suspension

RudderStack may suspend or terminate a Trial Account at any time, with or without notice, including for suspected misuse, breach of this Agreement, or violation of this §11. Termination of a Trial Account does not entitle the Trial User to any refund, credit, or other compensation.