RudderStack Master Services Agreement

Updated October 1, 2026

The most recent prior version of this Master Services Agreement is available here.

1. RUDDERSTACK RESPONSIBILITIES

1.1 – Provision of Services

Subject to the terms set forth in this Master Services Agreement (“Agreement”) and the applicable Order Form (as defined below), RudderStack will provide Customer the Services for the fees listed on the applicable Order Form (the “Fees”) in accordance with the applicable General Services Level and Support Terms (attached hereto and incorporated as Exhibit A). “Services” means the native customer data platform provided by RudderStack and any other RudderStack application specified on the applicable Order Form, including Rudder Lookout as described in §2.7 (including any corresponding SDKs, APIs, documentation or software that may be made available by RudderStack in connection with such service (“Software”)), as more fully described on the Order Form, and subsequent enhancements, updates and bug fixes to the foregoing 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. “Order Form” means an order form or other similar document specifying the Services to be provided hereunder and Fees to be paid by Customer. Professional services, if any, shall be negotiated via a separate statement of work (“SOW”).

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, or accessed by the Services in Customer’s data warehouse or other systems at Customer’s direction, 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 Applicable Data Protection 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 RudderStack Data Processing Addendum (the "DPA") is hereby incorporated by reference into this Agreement. The version of the DPA in effect on the effective date of the applicable Order Form applies for the duration of that Order Form and may be modified only as set forth in the DPA. If there is a conflict between this Agreement and the DPA, the DPA shall govern.

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 to Beta Services. Except as expressly provided in §2.7(a) with respect to paid Lookout access, either party may terminate Beta Services at any time.

2. PROPRIETARY RIGHTS

2.1 – Access to Services and Software

Subject to the terms of this Agreement, RudderStack hereby grants to Customer, for the term set forth on the applicable Order Form, 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). “RudderStack Materials” means the Services, the Software, documentation, System Data, Product Telemetry, and all other technology RudderStack makes available or uses in providing the Services, together with all intellectual property rights in any of the foregoing, but excluding Customer Data. 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 the terms of the applicable Order Form or SOW and this Agreement, and for the additional purposes set forth in §2.6 (AI Features; Context Layers; and Service Improvement).

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 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 Telemetry

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 source, destination, tracking-plan, and transformation 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 except as expressly permitted under §2.6 (AI Features; Context Layers; and Service Improvement). 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. RudderStack will not sell Product Telemetry, and will not disclose Product Telemetry that identifies Customer to any third party other than RudderStack’s service providers bound by confidentiality obligations. Nothing in this Section grants RudderStack rights in Customer Data beyond those expressly granted in §2.3 and §2.6.

2.6 – AI Features; Context Layers; and Service Improvement

(a) AI Features. From time to time RudderStack may make available features of the Services that use machine learning, large language models, or similar technologies to generate outputs or perform tasks in response to User inputs, including natural-language data analysis, query generation (such as generating SQL), agentic workflows, and in-product assistance with configuring, monitoring, and debugging Customer’s data pipelines (collectively, “AI Features”). “Prompts” means the inputs, instructions, questions, and natural-language requests that Users submit to the AI Features. “Outputs” means the content, analyses, queries, suggestions, and other results the AI Features generate for Customer, whether or not in response to a Prompt. Customer’s access to and use of the AI Features is subject to this Agreement and to any additional feature-specific documentation or usage limits RudderStack publishes, provided that no such documentation or usage limits will materially diminish Customer’s rights or RudderStack’s obligations under this Agreement. The AI Features are identified as such within the Services. Customer may enable or disable the AI Features for each of its workspaces at any time through the in-product settings; disabling the AI Features does not affect the remainder of the Services. RudderStack may enable a workspace for the Lookout embedding rollout described in subsection (e) independently of Customer’s AI Feature settings. If the applicable Order Form specifies that the AI Features will not be made available to Customer, RudderStack will not enable the AI Features for Customer’s Account unless Customer requests or consents to their enablement in writing (email sufficing). RudderStack will not enable a workspace for the Lookout embedding rollout described in subsection (e) where the Order Form specifies that the AI Features will not be made available to Customer.

(b) Context Layers. To improve the relevance, accuracy, and usefulness of the AI Features, RudderStack may generate and maintain context layers derived from Prompts, Outputs, Customer Data, Product Telemetry, and the structure and metadata of Customer’s data (including schema, field and object names, data models, and query patterns). “Workspace Context” means a context layer that RudderStack generates from the foregoing and makes available to Users within the same Account, organization, and/or workspace(s), so that those Users benefit from the accumulated context associated with their Account, organization, or workspace. “Platform Context” means a context layer that RudderStack generates and maintains across its customer base to improve the AI Features generally, consisting solely of de-identified and aggregated information, insights, and generalized use-case patterns (for example, the manner in which common business use cases are commonly articulated to the AI Features). RudderStack will not include in Platform Context, and Platform Context will not contain, (i) Customer Data, (ii) Customer’s Confidential Information, (iii) any Prompt or Output in a form that identifies Customer, any User, or any individual, or (iv) any information that identifies, or that RudderStack reasonably believes could be used to identify, Customer, any User, any individual, or any Customer end user. RudderStack will implement measures reasonably designed to prevent the reconstruction of Customer Data or Customer’s Confidential Information from Platform Context and to prevent any other customer from accessing the same. Workspace Context is maintained solely for Customer’s Account, is not made available to any other customer, and will be deleted in accordance with §6.3 and the DPA upon termination of this Agreement or upon Customer’s deletion of the applicable workspace.

(c) License; Service Improvement. Customer hereby grants RudderStack a non-exclusive, worldwide, royalty-free, fully paid license to use, host, process, reproduce, and create derivative works of Customer Data, Prompts, Outputs, and Product Telemetry in order to: (i) provide, operate, and support the AI Features and generate Outputs for Customer; (ii) generate, maintain, and make available Workspace Context for the benefit of Customer and its Users; (iii) test, monitor, secure, maintain, and improve the quality, safety, and performance of the Services and the AI Features, including by evaluating Prompts and Outputs from which Customer end-user data has been redacted and by using the observability and analytics subprocessors identified in the DPA; and (iv) generate, maintain, and use Platform Context for the benefit of RudderStack’s customers generally. RudderStack will not use Customer Data, Prompts, or Outputs to train or fine-tune any machine-learning or large-language model, and will not permit any third party to do so, except that RudderStack may use Product Telemetry and Platform Context for such purposes. This §2.6 states an additional purpose for which RudderStack may use Customer Data, and supplements the license granted in §2.3. To the extent this §2.6 applies to personal data, it constitutes Customer’s documented instruction to RudderStack under the DPA.

(d) Ownership. As between the parties, RudderStack owns all right, title, and interest in and to the Workspace Context, the Platform Context, Product Telemetry, System Data, and all models, algorithms, weights, and other technology developed or improved under this §2.6, all of which constitute RudderStack Materials and, with respect to Platform Context and System Data, System Data under §2.2. Outputs generated for Customer are, as between the parties, Customer Data owned by Customer under §2.3, subject to the licenses granted in §2.3 and this §2.6 and to the disclaimers in §2.6(f) and §8.3. Customer acknowledges that the AI Features generate Outputs using probabilistic models, that the same or similar Outputs may be generated for other customers, and that RudderStack retains all right, title, and interest in and to the AI Features and the underlying technology. To the extent Workspace Context contains Customer Data or Customer’s Confidential Information, it will be treated as Customer’s Confidential Information.

(e) Personal Data; Data Privacy. To the extent Prompts, Outputs, Workspace Context, or Platform Context contain personal data subject to Applicable Data Protection Laws (as defined in the DPA), RudderStack’s processing is governed by the DPA, and RudderStack will de-identify and/or aggregate any personal data used to generate Platform Context to a standard consistent with the DPA’s requirements for anonymized or de-identified data. For AI Features other than Lookout, RudderStack will perform model inference only within the geographic region (United States or European Union) of the AWS environment selected for Customer’s Account under the DPA. Lookout, and the observability and analytics subprocessors that support the AI Features, process data as described in the DPA, in the locations identified in the DPA’s subprocessor list. Where RudderStack has enabled Customer’s workspace for the Lookout embedding rollout, the notes and search queries Users submit in that workspace are transmitted to the embedding subprocessor identified in the DPA, which may process them in any of its regions, and RudderStack stores the resulting vector embeddings, together with those inputs, as described in subsection (h). Customer acknowledges that the AI Features read, and may display to Customer’s Users, Customer Data within Customer’s workspace (including source, destination, tracking-plan, and transformation configurations and the contents of events) in order to respond to Prompts. Unless the parties have expressly agreed otherwise in an Order Form or other writing signed by both parties, Customer will not enable the AI Features for any workspace that processes, will not grant Lookout access to warehouse data consisting of, and will not submit to the AI Features, (i) protected health information as defined under HIPAA or any other data subject to a business associate agreement between the parties, (ii) payment card data subject to the PCI DSS, or (iii) special categories of personal data under Applicable Data Protection Laws. RudderStack will not itself enable the AI Features (including Lookout) for any workspace that RudderStack knows processes data subject to a business associate agreement between the parties unless the parties have expressly agreed otherwise in an Order Form or other writing signed by both parties. Customer remains responsible under §3.3 for the legality, accuracy, and quality of the Customer Data and Prompts it submits. RudderStack’s use of subprocessors (including the providers that host the models used by the AI Features) in connection with the AI Features is governed by the DPA.

(f) AI Outputs Provided “As Is”; No Reliance. The AI Features and all Outputs are provided “as is” and “as available.” Without limiting §8.3, RudderStack does not warrant that any Output is accurate, complete, current, non-infringing, or fit for any purpose, and Outputs may contain errors or fabricated content. Consistent with §3.3, Customer is solely responsible for reviewing, validating, and determining the suitability of any Output before relying on or acting upon it (including reviewing and testing any code, query, transformation, or configuration change the AI Features generate or suggest before deploying it), and RudderStack is not liable for any action taken or decision made in reliance on any Output. AI Features made available as Beta Services are additionally subject to §1.4.

(g) Opt-Outs. Customer may opt out of (A) the use of its Prompts and Outputs for evaluation under subsection (c)(iii) and/or (B) the contribution of information derived from its use of the AI Features to Platform Context under subsection (c)(iv) by submitting a request through the in-product settings or to privacy@RudderStack.com, or as specified in the applicable Order Form. An opt-out applies prospectively only and does not require RudderStack to remove or disaggregate any de-identified or aggregated Platform Context already generated. An opt-out does not affect the AI Features, Workspace Context, RudderStack’s operational logging, monitoring, and observability of the AI Features, or RudderStack’s rights under subsections (c)(i)–(ii).

(h) Retention and Deletion of Prompts and Outputs. RudderStack retains Prompts and Outputs, including conversation history, until deleted by Customer through the Services, and in any event deletes them upon Customer’s deletion of the applicable workspace, upon Customer’s request in accordance with the DPA, and upon termination of this Agreement in accordance with §6.3 and the DPA. Redacted copies of Prompts and Outputs used for evaluation under subsection (c)(iii), and any summaries or metadata derived from Prompts or Outputs that RudderStack transmits to the observability and analytics subprocessors identified in the DPA, are retained for as long as needed for the purposes described in subsection (c)(iii) and are deleted upon Customer’s request in accordance with the DPA. Vector embeddings generated for the Lookout embedding rollout described in subsection (e), and the notes and search queries from which they are generated, are retained until the applicable context artifact or workspace is deleted, Customer requests deletion, or this Agreement terminates. Before any Prompt or Output is persisted beyond the User’s active session, RudderStack applies measures designed to redact Customer end-user data, including both field names and field values, from any Customer Data it contains. Customer may delete conversation history at any time through the controls made available in the Services.

2.7 – Rudder Lookout

(a) Lookout. “Rudder Lookout” or “Lookout” means RudderStack’s agentic application that, at the direction of Users, analyzes data in Customer’s data warehouse, builds audiences and segments (each, an “Audience” meaning the criteria, logic, and queries that define it), and syncs the records that meet an Audience’s criteria (“Audience membership”) to Third Party Products selected by Customer (“Activations”). Lookout is an AI Feature, and §2.6 applies to Lookout; Audiences, and the analyses and queries Lookout generates, are Outputs. Audience membership is Customer Data, is not an Output, and is handled as set forth in §2.7(b). RudderStack provides Lookout only where it is specified on an Order Form or made available under a separate written trial, pilot, or design partner agreement, which governs over this Agreement with respect to Lookout for its term. Until RudderStack makes Lookout generally available, Lookout is a Beta Service subject to §1.4, except that RudderStack will not terminate Customer’s access to Lookout during a paid subscription term specified on an Order Form other than in accordance with §6.2. The service levels in Exhibit A do not apply to Lookout unless the applicable Order Form expressly provides otherwise.

(b) Warehouse Access. Lookout accesses Customer’s data warehouse through the warehouse connection(s) configured in Customer’s Account, using the same credentials as the rest of the Services. Customer determines, and is responsible for, the credentials, roles, and permissions it grants the Services (including Lookout) to Customer’s data warehouse and to Third Party Products, including limiting that access to the schemas, tables, and fields Customer wishes Lookout to use. RudderStack will not use those credentials to access any data or system beyond the scope Customer authorizes, will store those credentials encrypted at rest, and will delete them as set forth in the DPA. Lookout queries data in place in Customer’s data warehouse and does not maintain copies of warehouse tables; its access is read-only, except that the Services write sync-state tables and related metadata to a RudderStack-designated schema within Customer’s data warehouse as described in the documentation. Data that Lookout retrieves from Customer’s data warehouse (including query results, samples, and Audience membership) is Customer Data, and RudderStack will use it only to provide Lookout to Customer, generate Outputs, perform Activations, and as permitted under §2.6(c), and will retain query results and samples that appear in Prompts or Outputs only as set forth in §2.6(h), and will not persistently store Audience membership, which RudderStack processes transiently (including in temporary caches) as needed to display results and perform Activations, as set forth in the DPA.

(c) Audiences and Activations. Lookout performs Activations only at the instruction of a User or in accordance with sync schedules, approvals, automation settings, and other guardrails configured or enabled by Customer. Customer is solely responsible for reviewing Audiences before activating them and for each Activation, including ensuring that (i) Customer has provided all notices and obtained all consents and other legal bases required under applicable law to use personal data to build Audiences and to disclose it to Third Party Products, including for targeted or cross-context behavioral advertising and any “sale” or “sharing” of personal data; (ii) Audiences are not based on, and do not reveal, sensitive personal data except as permitted by applicable law and the policies of the receiving Third Party Product; (iii) Audiences used for targeted advertising do not include individuals whom Customer knows, or willfully disregards, are minors under any applicable law that restricts targeted advertising to minors, except as that law permits; and (iv) each Activation complies with the terms and policies of the receiving Third Party Product. Customer will connect each Third Party Product that receives an Activation using credentials for Customer’s own account with that Third Party Product. Destinations and Activations configured through Lookout are maintained in Customer’s Account, are not deleted merely because Customer deletes an Audience or stops using Lookout, and Customer is responsible for pausing or deleting any Activation it no longer wishes to run. Activations are transmissions of Customer Data to Third Party Products under §3.4. RudderStack is not responsible for any Third Party Product’s use of Activated data, or for advertising spend, campaign performance, or other results of any Activation.

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 in the applicable Order Form. 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 Affiliate of Customer. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of that entity.

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 set forth in the applicable Order Form); (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) 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; (g) use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; (h) 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 (i) 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, Order Forms and SOWs; (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) using 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 - Suspension

RudderStack may suspend Customer’s access to all or any part of the Services (including any AI Feature or Activation) if RudderStack reasonably determines that (a) Customer’s use of the Services poses a material security risk to the Services, RudderStack, or any third party; (b) Customer’s use of the Services violates §2.7(c), §3.2, or applicable law, or could subject RudderStack or any third party to material liability; or (c) suspension is required by law or by the provider of a Third Party Product. RudderStack will limit any suspension to the extent and duration reasonably necessary, will provide Customer advance notice where practicable (and otherwise prompt notice after suspension), and will restore access promptly after the underlying cause is resolved. Suspension under this §3.5 does not relieve Customer of its obligation to pay Fees.

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, contractors, 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

Customer will pay RudderStack the fees for the Services as listed on the applicable Order Form and/or SOW (“Fees”). Fees will typically be calculated based on either Monthly Event Volume or Monthly Tracked Users as specified in an applicable Order Form, with overage premiums established for monthly usage above purchased limits. The Fees for each renewal term shall be the then-current Fees for the Services in effect at the time of the renewal unless otherwise set forth in an Order Form or SOW. RudderStack will notify Customer in writing of any increase in Fees for a renewal term at least sixty (60) days before the end of the then-current term. Customer agrees to pay all Fees in U.S. dollars. All payment obligations are non-cancelable and, unless otherwise provided in the Agreement, all Fees paid under this Agreement are non-refundable.

5.2 – Invoicing and Payment

Unless otherwise set forth in the applicable Order Form, payment for all invoices is due within thirty (30) days of receipt of the invoice, subject to Section 5.3. Unpaid invoices are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus reasonable expenses of collection.

5.3 – Payment Disputes

If Customer believes that RudderStack has billed Customer incorrectly, Customer must contact RudderStack no later than thirty (30) days after receipt of invoice in order to receive an adjustment or credit. Customer may withhold amounts disputed reasonably and in good faith pending resolution of the dispute, provided that Customer timely pays all undisputed amounts. Inquiries should be directed to RudderStack’s accounting department, billing@RudderStack.com. RudderStack shall respond to Customer within three (3) business days after receiving such inquiries.

5.4 – 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 the Order Form and 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.

5.5 – Purchase Order

If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.

5.6 – Suspension of Services

If any Fees owing by Customer under this Agreement or any Order Form or SOW is thirty (30) days or more overdue (excluding amounts disputed in accordance with Section 5.3), RudderStack may, without limiting its other rights and remedies, upon at least ten (10) days’ prior written notice to Customer, accelerate Customer’s unpaid Fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

6. TERMINATION

6.1 - Term

The term of this Agreement will commence on the effective date of the initial Order Form and continue until terminated as set forth below. Subject to earlier termination as provided below, the initial subscription term of the applicable Order Form is as specified in such Order Form, and shall be automatically renewed for successive terms of twelve (12) months, unless either party requests termination at least thirty (30) days prior to the end of the then current term.

6.2 - Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms and SOWs then in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if (a) the other party materially breaches any of the terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly 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 or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If this Agreement is terminated as a result of a material breach by Customer, then Customer shall pay in full all remaining Fees payable through the remainder of each outstanding Order Form or if Customer has prepaid any Fees, then those Fees are nonrefundable. If this Agreement is terminated by Customer due to a material breach by RudderStack, then RudderStack shall refund Customer on a pro-rata basis any prepaid Fees covering the remainder of each outstanding Order Form after the effective date of termination.

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. RudderStack shall make available to Customer any Customer Data in its possession for thirty (30) days after the expiration or termination, after which RudderStack shall have no further obligation to make Customer Data available to Customer and will delete Customer Data in its possession in accordance with the DPA.

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 or misappropriates any United States patent, trademark, copyright, or trade secret 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 or the applicable Order Form and refund Customer on a pro-rata basis any prepaid Fees covering the remainder of the term of the applicable Order Form(s) after the effective date of termination. 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, any Activation or other Customer Data that Customer collects, provides, or directs RudderStack to disclose in violation of applicable law or §2.7(c), 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. 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, without the prior written consent of the indemnified party (which shall not be unreasonably withheld), enter into any settlement of a Claim that imposes any obligation on the indemnified party (other than ceasing use of allegedly infringing materials or paying amounts funded by the indemnifying party) or includes an admission of fault by the indemnified party.

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, RudderStack or Customer may terminate the applicable Order Form and this Agreement. In the event the applicable Order Form and this Agreement are terminated as provided herein, RudderStack will refund to Customer any pre-paid Fees for use of the Services for the termination portion of the applicable Term. 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 and 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 the Order Forms, SOWs and this Agreement, including all exhibits and the DPA incorporated by reference under §1.3, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between the parties and any online terms of service or click-through agreements within the Services), and that all waivers and modifications must be in a writing signed on behalf of both parties by their duly authorized representatives, except as otherwise provided herein. If there is a conflict between this Agreement and any Order Form or SOW, then the Order Form or SOW shall govern.

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 an Order Form, SOW, or this Agreement without the other party’s prior written consent, except that a party may assign all Order Forms, SOWs and 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 any Order Form, SOW and 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).

10.11 - Counterparts; Facsimile and Electronic Signatures

This Agreement and any Order Form or SOW may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement and any Order Form or SOW may be validly executed and delivered by facsimile or other electronic transmission (including e-mail), and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as an original signature.

10.12 - Insurance

RudderStack will maintain, during the term of this Agreement, insurance coverage customary for companies of its size and industry, including commercial general liability, technology errors and omissions, and cyber liability coverage, and will provide Customer a certificate of insurance upon request.

EXHIBIT A: General Services Level Terms

1. General Services Commitment

1.1 - Customer Data Ingestion and RudderStack Dashboard

RudderStack will use commercially reasonable efforts to ensure that the Monthly Uptime Percentage of Customer data ingestion and the RudderStack Dashboard is at least 99.5% for any calendar month.

1.2 - Services Credits

If Monthly Uptime Percentage is lower than 99.5% in any given calendar month, Customer must file a claim within ten (10) calendar days of the end of the month to support@rudderstack.com to receive credit (“Services Credit”). RudderStack reserves the right to verify Customer’s claim through any available system logs and records before issuing a Services Credit.

Monthly Uptime Percentage / Services Credit Percentage

• ≥ 95.0% but < 99.5% — 10% of Monthly Fees
• ≥ 90.0% but < 95.0% — 15% of Monthly Fees
• < 90.0% — 25% of Monthly Fees

The Services Credit shall be calculated against monthly fees and shall be applied against the next invoice issued to Customer under the applicable Order Form. In the event of an annual licensing fee, the monthly fees are calculated by dividing the annual licensing fee by 12. RudderStack is not required to issue refunds or to make payments against such Services Credit under any circumstances, including without limitation termination of this Agreement. Any Services Credits issued pursuant to this Section 1.2 are Customer’s sole and exclusive remedy and RudderStack’s sole liability for not meeting the Monthly Uptime Percentage. The maximum cumulative Services Credit available to Customer herein is 25% of the total monthly fees for the Services (regardless of the number of individual service failures in the applicable month).

1.3 – Definitions

“Monthly Uptime Percentage” = 100% x the total number of minutes in a given calendar month minus the number of minutes of Downtime in a calendar month, divided by the total number of minutes in a given calendar month.

“Downtime” means the duration of time during which RudderStack’s third party monitoring tools indicate that the RudderStack Dashboard or Customer Data Ingestion is experiencing an outage. Downtime does not include: (a) Scheduled Maintenance; (b) third party systems, acts or omissions (Non-RudderStack Products) and errors in third party measurement tools; (c) modification to the Services by anyone other than RudderStack; (d) acts or omissions of Customer (including Customer’s breach of the Agreement), its agents, employees, contractors, vendors, or Customer’s equipment, software, network connections, infrastructure, and other systems; or (e) other forces beyond the control of RudderStack (such as power outages, internet outages or outages with respect to Customer’s network or internet access).

“Scheduled Maintenance” means the amount of time in a month RudderStack performs maintenance on the Services where such maintenance will cause the Services to experience Downtime. RudderStack will use reasonable efforts to provide advance notice by email or through the Services of any Scheduled Maintenance or other scheduled service disruption. The availability for the Services may be viewed at https://status.RudderStack.com/.

2. Customer Support

2.1 - Contacting Customer Support

RudderStack technical support hours are available weekdays from 9:00 a.m. to 6:00 p.m. Pacific Time. Technical support can be contacted via the website or Slack and additionally RudderStack will assign a technical account manager and customer success manager to each enterprise customer.

2.2 - Classification of Problems

RudderStack shall classify each problem encountered by Customer according to the following definitions and will use commercially reasonable efforts to address the problem in accordance with such classification according to the table below. RudderStack will escalate the issue in accordance with the escalation process described below. Response times are calculated based on when the Customer first submitted a technical support request to RudderStack.

2.3 - Severity Levels and Response Times

P0 — Mission Critical. Data collection services and data reporting services are down; no workaround available. Data plane is not accepting any event data transmitted to it. RudderStack will provide a status update through RudderStack’s automated notification within the reporting interface (status dashboard available at https://status.RudderStack.com/) of the Services within one (1) business hour after the initial occurrence of the P0 issue. Targeted resolution time: 4-5 hours.

P1 — High. Data collection services and data reporting services are significantly degraded for all customers; no workaround available. Data plane is either significantly degraded or otherwise causing significant business impact to Customer. RudderStack will provide a status update through RudderStack’s automated notification within the reporting interface (status dashboard available at https://status.RudderStack.com/) of the Services within two (2) business hours after the initial occurrence of the P1 issue. Targeted resolution time: 24 hours.

P2 — Medium. Control plane web application is not available or degraded, but data plane is not affected. RudderStack will provide a status update through RudderStack’s automated notification within the reporting interface (status dashboard available at https://status.RudderStack.com/) of the Services, until (a) the problem is resolved, (b) an acceptable workaround is found or (c) the problem is determined to be outside of RudderStack’s reasonable control. Targeted resolution time: 48 hours.