RudderStack Master Services Agreement
The most recent prior version of these Terms of Service is available here.
Last Updated: Apr 11, 2022
This Services Agreement (the “Agreement”) is entered into as of the Agreement Date by and between RudderStack, Inc., a Delaware corporation (“RudderStack”), and the Customer entering into this Agreement. Such parties are hereinafter referred to collectively as the “Parties” or individually as a “Party”. RudderStack and Customer agree as follows:
1.1 Services. RudderStack operates a open-source customer data platform as well as several paid subscription plans with additional support and product features (the “Services”) to allow Customer to collect data from sources (“Sources”) and send it to destinations (“Destinations”) such as data warehouse and other business tools for Customer’s use. Technical information about Sources and Destinations can be found in RudderStack’s Documentation here: https://www.rudderstack.com/docs. The Services are purchased as subscriptions, the specifics of which are described in one or more order forms (the “Order Form”) that may be entered into by the Parties from time to time.
1.2 Order Forms. Each Order Form sets forth the Services and related deliverables RudderStack is providing to the Customer as well as the subscription fees (the “Fees”). Each Order Form shall be governed by the terms and conditions of this Agreement. If there are any terms and conditions in any Order Form that conflict with the terms of this Agreement, then the terms of the Order Form shall take precedence over any inconsistent terms in this Agreement.
1.3 Affiliate Orders. An “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. An Affiliate of Customer may enter its own Order Form(s) as mutually agreed with RudderStack. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
2.1 Fees. All Fees set forth in the Order Form are payable by Customer in United States Dollars unless otherwise specified in the applicable Order Form. Fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) the subscription services purchased cannot be decreased during the relevant subscription term.
2.2 Invoicing and Payment.
a. Debit Card, Check or Wire Transfer. All payments due under this Agreement shall be made by check or bank wire transfer. Such charges shall be paid in advance in accordance with the frequency stated in the applicable Order Form.
b. Invoices. RudderStack will invoice Customer in advance in accordance with the relevant Order Form. Payments for invoices are due within 30 days of the date of invoice unless otherwise specified on the Order Form, and are considered delinquent after such date. Notwithstanding the foregoing, in no case shall any Fees be due, or shall Customer be charged, prior to the due date set out in the applicable Order Form.
c. Billing Information. Customer has provided on the Order Form complete and accurate billing and contact information (including all actions necessary to obtain payment from Customer, such as purchase order requirements if applicable) to RudderStack.
2.3 Overdue Charges. If any undisputed invoiced amount is not received by RudderStack by the applicable due date, then without limiting RudderStack’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding undisputed balance per month, or the maximum rate permitted by law, whichever is lower.
2.4 Suspension of Service and Acceleration. In the event of delinquent payments under this Agreement or any other agreement, without limiting RudderStack’s other rights and remedies, RudderStack may accelerate Customer’s unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend or terminate the Services to Customer until such amounts are paid in full.
2.5 Increase and Decrease of Services. Customer may choose to increase the Services during an Order Form subscription term. If Customer chooses to increase the Services during a subscription term, any incremental subscription charges associated with such increase will be charged in accordance with the remaining subscription term of that Order Form. The subscription charges will reflect any such increases in any future subscription terms. The subscription services purchased cannot be decreased during an Order Form subscription term. If Customer chooses to decrease the Services, Customer must notify RudderStack of any decrease 30 days prior to the beginning of the subsequent subscription term. A decrease of the Services may cause loss of content, features, or capacity of the Service as available to Customer under Customer's account. Customer acknowledges and agrees that RudderStack does not accept any liability for such loss.
2.6 Taxes. RudderStack's fees do not include any taxes, levies, duties or similar governmental assessments, including, for example, value-added, sales, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If RudderStack has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, RudderStack will invoice Customer and Customer will pay that amount unless Customer provides RudderStack with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, RudderStack is solely responsible for taxes assessable against it based on its income, property and employees.
3. Term and Termination
3.1 Term of Agreement. This Agreement commences on the Agreement Date and continues until all subscriptions under all Order Forms have been terminated, including by expiry.
3.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. If no term is specified in the Order Form, the subscription term shall be a period of 12 months beginning on the date immediately following the termination of the evaluation period, if any. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one year unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
3.3 Termination. Either Party may terminate this Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within thirty (30) days; or (iii) the other Party is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches. In the event of any termination, Customer will remain liable for any undisputed amounts due under this Agreement.
3.4 Survival. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.
4. RudderStack Responsibilities
4.1 Provision of Services. During the Term, RudderStack will make the Services available to Customer for its internal business purposes in accordance with the Documentation, this Agreement, and any applicable Order Forms.
4.2 Maintenance and Support.RudderStack will provide assistance and technical support (“Support Services”) to Customer according to the subscription plan purchased and the applicable Service Level Agreement (“SLA”) for such subscription plan. For more information, see the SLA attached at the end of this Agreement.
4.3 Protection of Customer Data. RudderStack will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data.The parties agree to comply with the terms of the data protection addendum (the “DPA”) to the extent that the European General Data Protection Regulation (GDPR) or other applicable data protection laws apply to the processing of personal data under this Agreement.
4.4 Updates and Patches.Customer acknowledge that RudderStack may from time to time issue updates, bug fixes, or patches (“Updates”) to the Services, and may automatically electronically issue these Updates. Access to these Updates shall be provided to Customer provided that there is not a suspension of services under Section 2.4. Customer hereby consent to any automatically issued Updates. Notwithstanding anything to the contrary, Customer agrees to implement any manual Updates within a commercially reasonable period of time.
5. Customer Responsibilities
5.1 Usage Restrictions. Customer shall not, and shall not encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law; (c) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (d) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of RudderStack or its suppliers contained on or within any copies of the Services; (e) use the Services for the purpose of creating a product or service competitive with the Services; (f) use the Services with any unsupported software or hardware (as described in the applicable documentation provided by RudderStack); (h) publicly disseminate performance information regarding the Services; or (i) use the Services other than as described in the documentation provided by RudderStack, or for any unlawful purpose. RudderStack reserves the right to investigate potential violations of this Agreement and the right to suspend any accounts suspected of the violation from accessing the Services as is reasonably necessary to address the potential violation.
5.2 Compliance. Customer will (i) be responsible for the compliance of any End Users Customer permits to use the Services with the terms of this Agreement, including keeping such End Users’ login credentials confidential, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify RudderStack of any such unauthorized access or use, and (iv) ensure that Customer hardware or equipment meets the minimum requirements necessary to support the installation, maintenance, use, and removal of the Services.
5.3 Sources and Destinations. Customer is responsible for selecting and configuring its Sources and Destinations, for any other third-party products it chooses to use with the Services and for any exchange of Customer Data it enables through the Services. Notwithstanding anything to the contrary, RudderStack is not responsible for any Sources, Destinations or other third-party products used by Customer with the Services, their code or technology, or how the providers use or protect Customer Data. Customer’s use of any third-party Sources, Destinations or other products is subject to its separate agreement with the provider.
5.4.HIPAA. Customer acknowledges that the Services are not intended to meet any legal obligations for HIPAA requirements and that, absent a validly executed Business Associate Agreement between the parties, RudderStack is not a Business Associate as defined under HIPAA.
6. Intellectual Property
6.1 Customer-Data. All rights, title and interest in and to any data or information or content provided, generated, transmitted, displayed or otherwise made available to RudderStack via or in connection with the Services by Customer or its End Users (“Customer Data”) shall remain the sole property of Customer and/or its End Users as applicable.
6.2 Customer Logos and Designs. Customer shall retain all right, title and interest in and to all of Customer’s logos, promotional graphics and related marketing designs (collectively, the “Customer Art”); provided, however, that Customer hereby grants to RudderStack a worldwide, royalty-free, non-exclusive license to use the Customer Art, as well as Customer’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and, solely as set forth on the Order Form, for the marketing of RudderStack’s products and services.
6.2 RudderStack Rights. Except for the limited rights expressly granted to Customer hereunder, RudderStack owns and retains all rights, title and interest in and to the Services and any related documentation as further described in the Order Form hereto, including but not limited to all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with the Services. Customer may not use RudderStack’s copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless Customer has RudderStack’s express written permission.
6.3 Customer License to RudderStack. RudderStack shall not access, use, modify, copy, store, disclose, view, adapt, transmit, publish, create derivative works of or otherwise process any Customer Data, or permit any other person to do the same, except as expressly permitted under this Agreement. Customer hereby grants to RudderStack a non-exclusive, worldwide, royalty-free right to access, use, modify, copy, store, disclose, view, adapt, transmit, publish, create derivative works of or otherwise process Customer Data only for the limited purposes of (i) providing the Services and associated customer support to Customer, including exchanging Customer Data between Customer’s Sources and Destinations as configured by Customer through the Services; and (ii) analyzing and improving the Services. No licenses or rights are granted to RudderStack by implication or otherwise, except for the licenses and rights expressly granted to herein.
6.4 Usage Data. Usage Data means learnings, logs, feedback, and data regarding Customer’s use of the Service, such as information on how much data is processed through the Services. Customer agrees that Usage Data will be solely owned by RudderStack and RudderStack will have the right to generate Usage Data which RudderStack may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve RudderStack’s products and services and to create and distribute reports and other materials), provided that Usage Data will be in an aggregated or otherwise de-identified form and will not identify Customer or its End Users.
6.5 Usage Rights of the Customer. RudderStack grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicenseable right during the applicable subscription term to access and use the Services for Customer's internal business purposes in accordance with this Agreement. Customer may permit its employees, agents, or contractors (“End Users”) to access and use the Services through its account, provided that such End Users are using the Services on behalf of Customer in accordance with this Agreement. No licenses or rights are granted to Customer by implication or otherwise, except for the licenses and rights expressly granted to herein.
6.6 Software. If Customer receives a license to downloadable software in connection with the Services (the “Software”), RudderStack hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription term to install and use the Software for Customer's internal business purposes in accordance with all applicable documentation and in accordance with this Agreement, in connection with the deployment of no more than one instance of that software.
7.1 Confidential Information. The Parties acknowledge that, in the course of performance under this Agreement, a Party (the “Disclosing Party”) may disclose, deliver or permit access by the other Party (the “Receiving Party”) to information that is either identified as, or should reasonably be understood by the Receiving Party to be, proprietary or confidential given the nature and the circumstances surrounding disclosure (“Confidential Information”). Confidential Information shall include, but shall not be limited to: proprietary technical information, know-how, inventions, techniques, applications, analyses, methods, methodology, algorithms, source codes, training models, software (including, but not limited to, the Services and its Updates) and documentations (including, but not limited to, documentations of the Services and its Updates) ; business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, trade secrets, methods and models; and employee, customer and suppli