Master Service-Agreement

Last Updated: March/07/2021

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. Such parties are hereinafter referred to collectively as the “Parties” or individually as a “Party”. RudderStack and Customer agree as follows:

1. Services

1.1 Services. RudderStack operates an open-source customer data platform as well as several paid subscription plans with additional support and product features (“RudderStack” or the “Services”). 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.

2. Payment

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.

  1. 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. 
  2. 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. 
  3. 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 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”). Customer is responsible for any Taxes, and Customer will pay RudderStack for the Services without any reduction for Taxes. If RudderStack is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer. 

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. RudderStack will use commercially reasonable efforts to make the Services available to Customer, and all related deliverables to Customer, pursuant to this Agreement and all applicable Order Forms.

4.2 Protection of Customer-Provided Data. RudderStack will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer-Provided Data. Safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer-Provided Data by RudderStack employees and third party service providers except (i) to provide the Services and prevent or address service or technical problems, (ii) for billing, account management and other administrative matters, (iii) as compelled by law in accordance with Section 7.3 of this Agreement, or (iv) as Customer expressly permits in writing. All facilities used to store and process Customer Data will adhere to commercially reasonable security standards no less protective than the security standards at facilities where RudderStack stores and processes its own information of a similar type, and in any case no less than reasonable standards given the sensitivity of the Customer-Provided Data. 

RudderStack may only disclose or transfer for processing Customer-Provided Data to third parties (including affiliates agents and subprocessors of RudderStack) who are commercially recognized providers of such processing services; for the avoidance of doubt, RudderStack shall not sell such Customer-Provided Data.

RudderStack’s list of current subprocessors are:

  • Amazon Web Services - USA - Cloud Service Provider
  • MailChimp - USA- Email Services
  • Google Analytics - USA - Web Analytics Service
  • Google Apps - USA - Cloud Service Provider
  • Slack - USA - Customer Support 
  • Quickbooks - USA - Payment Services
  • Autopilot - USA - Email Services
  • Salesforce - USA - CRM

4.3 Personnel. RudderStack will be responsible for the performance of its employees and third party services providers and their compliance with RudderStack’s obligations under this Agreement, unless otherwise specified herein, and will use commercially reasonable efforts to prevent unauthorized access to or use of the Customer-Provided Data, and promptly notify Customer of any such unauthorized access or use.

5. Maintenance and Support

5.1 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.

5.2 Support. RudderStack shall provide assistance and technical support (“Support”) to Customer depending on the subscription plan. 

Professional Plan:Chat Support

RudderStack shall use commercially reasonable efforts to respond to any Support messages and questions within 8 Business Hours.Enterprise Plan:Chat Support
Customer Success Manager
Slack Channel

RudderStack shall use commercially reasonable efforts to respond to any Support messages and questions within 4 Business Hours.

Support will be available from 8am to 6pm and 10pm to 5am US Standard Time, Monday through Friday, excluding holidays (“Business Hours”). Enterprise Plan customers should refer to the Order Form for your Customer Success Manager and Dedicated Slack Channel.

5.3 Target Availability Levels. RudderStack shall use commercially reasonable efforts to provide the Services to subscriptions made under the Professional Plan. The commercial support levels below are in effect only for subscriptions made under the Enterprise Plan in accordance with the terms of this Agreement and in accordance with the terms of any applicable Order Forms:

RudderStack has two modes of operation:

  • Normal Mode: In this mode, RudderStack is fully operational, receiving events and sending data to destinations.
  • Restricted Mode: In this mode, RudderStack is partially operational where it is receiving events but has disabled the sending of data to destinations. This typically happens when we are deploying a fix or upgrading the Services.

RudderStack is considered “unavailable” when it is not in normal or restricted mode.

RudderStack will use commercially reasonable efforts to make the Services available twenty-four hours a day, seven days a week with a monthly uptime percentage of at least 99.9% during each calendar month commencing with the first full calendar month following the integration of the Services by Customer (the “Service Commitment”). The Service Commitment will be calculated as follows: the number of minutes the Services are accessible and not suffering from a downtime as reported to Company by Customer during each calendar month, divided by the total number of minutes in the calendar month. A monthly uptime percentage of 99.9% means that we will use commercially reasonable efforts to ensure that you will experience no more than 43 minutes and 49.7 seconds of downtime per month, excluding holidays and any scheduled maintenance. However, any downtime resulting from outages of third party connections or utilities or other reasons beyond RudderStack’s control will be excluded from any such calculation.

Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with the availability levels shall be that for each period of downtime lasting longer than 43 minutes and 49.7 seconds, Customer shall be eligible for the Service Credits described in Section 5.3. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash. We will apply any Service Credits only against future payments for the Services otherwise due from you, and the Service Credits will not entitle you to any refund or other payment from RudderStack. Company’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of Company to provide adequate availability levels under this Agreement.

5.4 Service Credits. The Service Credits below are only made available to subscriptions made under the Enterprise Plan in accordance with the terms of this Agreement and in accordance with the terms of any applicable Order Forms. Any Service Credits granted to subscriptions under the Professional Plan shall be at the sole discretion of RudderStack.

Service Credits are calculated as a percentage of the monthly invoice amount (or yearly amount divided by 12 for a yearly contract) in which the unavailability occurred.

  • For Monthly Uptime Percentage less than 99.5% but equal to or greater than 99.0% , you will be eligible for a Service Credit of 10% of the monthly invoice amount.
  • For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 25% of the monthly invoice amount.

6. Customer Responsibilities

6.1 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.

6.2 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, (ii) be responsible for the accuracy, quality and legality of Customer-Provided Data, the means by which Customer acquires Customer-Provided Data and Customer’s use and continued use of Customer-Provided Data through the Services, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services by End Users, 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. 

7. Intellectual Property

7.1 Customer-Provided 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.

7.2 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.

7.3 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. 

7.4 Customer License to RudderStack. RudderStack shall not access, use, modify, copy, store, disclose, view, adapt, transmit, publish or otherwise process any Customer-Provided Data, or permit any other person to do the same, except as expressly permitted under this Agreement. Customer hereby grants to RudderStack a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to access, use, modify, copy, store, process, view, adapt, publish, transmit and display Customer-Provided Data only for the limited purposes of (i) providing the Services and associated customer support to Customer; (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. 

7.5 Usage Data. Usage Data means learnings, logs, feedback, and data regarding use of the Service. Customer agrees th