Agreement. This Agreement (“Agreement”) states the General Terms and Conditions governing the services (“Services”) described in the Service Requests that are agreed to by Snowrise™ and each customer (“Client”). Unless otherwise stated in a separate agreement, these General Terms and Conditions apply to any Service provided to Client.

GENERAL TERMS AND CONDITIONS

These GENERAL TERMS AND CONDITIONS for Snowrise govern the provision and use of data, information, technology and related services (“Services”) identified in one or more Service Requests entered into by Snowrise and Client.

Ownership, License. Snowrise owns and makes available its Services as “Materials”. Services may include: (a) aggregated data and named account data (“Information”); (b) disaggregated data, causal data, data dictionaries, reference tools, data methodologies, data attributes/characteristics and flat files (“References”); (c) software (“Software”); (d) content access services including individual user id’s/passwords (“Content Access”); (e) other intellectual property (“Property”); or support services/consulting (“Sales Services”).

Service Requests. Service Requests are ordering documents that specify the Services to be provided hereunder that is entered into between Client and Snowrise, including addenda and supplements thereto. Each Service Request shall be governed by and incorporated into this Agreement. In the event of a conflict between this Agreement and a Service Request, the terms of the applicable Service Request shall control with respect to the specific Services described therein.

Client Data Ownership. As between the parties, all data, datasets, files, and other information provided or made available by Client to Snowrise, whether directly or through authorized access to third-party systems (“Client Data”), shall remain the sole and exclusive property of Client and, where applicable, Client’s customers. Snowrise does not claim any ownership rights in Client Data. Client grants Snowrise a limited, non-exclusive, non-transferable right to access and use Client Data solely as necessary to provide the Services in accordance with this Agreement and the applicable Service Requests.

Snowrise Materials and Independent Data. Notwithstanding anything to the contrary, Snowrise retains all right, title, and interest in and to (i) any data, information, content, or materials obtained by Snowrise from public sources, third-party licensors, or internal research and development activities, and (ii) any methodologies, models, processes, know-how, and analytical techniques used in providing the Services (“Snowrise Materials”). Client acknowledges that Snowrise may incorporate portions of such Snowrise Materials into deliverables or use them internally in connection with the Services, and that Client has no ownership or right to receive such Snowrise Materials except as expressly included in the agreed deliverables.

Disclosure. Client may disclose Information and References in confidence to cooperating retailers/distributors/brokers (“Cooperating Entities”) to market Client’s products. Cooperating Entities means entities that are directly involved in the sale, distribution, and advertising of Client’s products at the retail locations mentioned in the disclosed Information and References and for which the Client has an established relationship. Any disclosure must not be misleading. Neither party will disclose the terms of this Agreement or any Service Request to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent. A party that makes a disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with the “Confidentiality” section. Notwithstanding the foregoing, Snowrise may disclose the terms of this Agreement and any applicable Service Request to a subcontractor to the extent necessary to perform Snowrise’s obligations to the Client under this Agreement, under terms of confidentiality materially as protective as set forth herein.

Use and Disclosure of Client Data. Snowrise shall not disclose, sell, license, share, or otherwise make available any Client Data, or any insights, analyses, or reports derived from Client Data, to any other client or third party, except as expressly authorized by Client in writing or as required by law. Snowrise shall use Client Data solely for the purpose of providing the Services to Client under this Agreement and the applicable Service Requests.

Prohibitions. No Materials may be (a) disclosed to a non-Cooperating Entity, (b) placed on a data retrieval system that may be accessed by persons other than employees or contractors of Client, or (c) used in legal proceedings, except if court ordered and then only after Client has given Snowrise the right to seek a protective order. Named-account data may not be disclosed to any retailer except the named account. Any use or disclosure other than as specified here is prohibited without Snowrise’s prior written consent.

Term, Termination. The Agreement remains in effect for the Initial Service Request and thereafter until all Service Requests have expired or have been terminated in accordance with the Agreement (“Term”). Snowrise may terminate a Service on 30 days’ written notice if it is terminating that Service to all similar clients. Either party may terminate the Agreement in the event of a material breach by the other party that remains uncured after 30 days following written notice of the breach. Each Service Request may include additional termination clauses that are specific to that Service Request and do not replace or void the termination clauses listed in this Agreement. Client is not obliged to delete Information.

Term of Services. The term of each Service shall be as specified in the applicable Service Request. Except as otherwise specified in a Service Request, Services will automatically renew for additional one month periods, unless either party gives the other notice of non-renewal at least 15 days before the end of the relevant Service Request term or each one month renewal.

Provision of Services. Snowrise will (a) make the Services and Information available to Client pursuant to this Agreement and any applicable Service Requests, (b) provide standard support for Services to the Client at no additional charge, and/or upgraded support if it is offered in the future and purchased. Standard support includes responding to inquiries from the Client’s primary and secondary support contacts between 8am-5pm Mountain Time, Monday – Friday, excluding federal holidays.

Changes to Services; Changes to Charges. Snowrise may from time to time make minor changes to a Service. Snowrise may increase the charge for the Service at the renewal date for the applicable Service Request. Client may refuse to accept a changed Service or increased charge, in which case the Service shall be terminated at the end of the Service Request period for that Service.

Billing, Taxes. All invoices, including any applicable tax, are due and payable upon presentation and before delivery of Service. If not paid prior to delivery of Service, Snowrise may refuse to deliver or suspend Services. Snowrise’s charges for Services are exclusive of applicable tax. Client is responsible for all value-added, consumption, goods and services, sales, use, and similar taxes due with respect to Services.

Payment Disputes. Snowrise will not exercise its rights under Sections Term, Termination or Billing, Taxes above if Client is disputing the applicable charges reasonably and cooperating to resolve the dispute.

Mutual Hold Harmless. Both parties agree not to hold the other party responsible for any loss, damage, or legal liability (including, without limitation, attorney’s fees).

Warranties. Snowrise warrants it has the right to provide the Services in accordance with this Agreement. Client acknowledges that Information consists primarily of data collected from various sources and, representing Snowrise’s opinion, based on projections using statistical procedures Snowrise deems appropriate and is subject to timely and accurate receipt of raw data from various sources. Information is subject to inherent coverage, error rate and other statistical factors. Snowrise makes no other warranty regarding the Services.

Money Back Guarantee. Snowrise will refund the cost of Service it fails to deliver and will use all reasonable efforts to correct errors Client identifies in Materials within 30 days following notice. If Snowrise does not or is unable to correct Information or Software, it will reimburse Client for fees paid for the affected part of the Service.

Limitation of Liability. Each party’s aggregate liability pursuant to this Agreement is limited to the Charges paid by Client for the affected Service during the affected period. Snowrise does not exclude any liability that it may not legally exclude. Neither party will be liable, in contract, tort (including negligence) or otherwise, for any direct, indirect, consequential or other loss, expense or damage of any kind. Neither party shall be responsible for delays, failures or omissions due to any cause beyond its reasonable control.

Confidentiality. Confidential Information may be disclosed between the parties during the Term. “Confidential Information” means any confidential or trade secret information disclosed, either orally or in writing, including Materials and the terms of this Agreement, that is not: (a) in the public domain; (b) lawfully obtained from a third party without an obligation of confidentiality; (c) lawfully known to the receiving party prior to disclosure by the other party; or (d) independently developed by the receiving party. Each party will keep confidential all Confidential Information of the other party and will destroy or return to the other party all Confidential Information upon termination or expiration of this Agreement.

Without limiting the foregoing, Snowrise shall not aggregate, anonymize, benchmark, sell, license, or otherwise use Client Data or Confidential Information for any purpose other than providing the Services to Client, unless expressly authorized in writing by Client.

Artificial Intelligence and Data Processing. Snowrise shall not disclose, upload, transmit, or otherwise provide Client Data or Confidential Information to any public or consumer artificial intelligence or machine learning services. Snowrise may, however, use private or enterprise artificial intelligence or machine learning services and technologies, including for training, fine-tuning, and improving such models, in connection with providing the Services, provided that such services are subject to confidentiality and data protection obligations no less protective than those set forth in this Agreement and do not permit the use or disclosure of Client Data except to provide services to Snowrise. For clarity, Client shall have no ownership or rights in any models, algorithms, or artificial intelligence systems developed or improved by Snowrise in connection with providing the Services.

Beta Services. Snowrise may make Beta Services available to Client at no charge. Client may choose to try such Beta Services or not at Client’s sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Snowrise’s reservation of rights and Client’s obligations concerning the Services shall apply equally to Client’s use of Beta Services. Snowrise may discontinue Beta Services at any time in Snowrise’s sole discretion. Snowrise will have no liability for any harm or damage arising out of or in connection with a Beta Service.

Subcontracting; Third-Party Service Providers. Snowrise may use subcontractors and third-party service providers to host, store, process, back up, and analyze Client Data and to provide portions of the Services, provided that such third parties are bound by confidentiality and data protection obligations no less protective than those set forth in this Agreement. Snowrise remains fully responsible for their performance in accordance with this Agreement.

Restrictions. Client shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, attempt to derive the source code, underlying structure, algorithms, models, or methodologies of, or otherwise attempt to reconstruct or replicate, any portion of the Services, deliverables, or Snowrise Materials, except to the extent expressly permitted by applicable law.

Assignment. This Agreement is for the benefit of and binding on the parties and their successors and assigns.

Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, Snowrise reserves all of right, title and interest in the Services, including all of Snowrise’s related intellectual property rights. For clarity, no rights in Client Data are granted to Snowrise except the limited right to use such data solely to provide the Services. Neither party grants any rights hereunder other than as expressly set forth herein.

Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or a legal claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Snowrise may periodically update this Agreement, at which time the Last Updated date will be posted above. The use of Services following the posting of any updates shall be deemed acceptance of the updated Agreement. Snowrise recommends checking this Agreement periodically.

Entire Agreement; Order of Precedence. This Agreement is the entire agreement between Client and Snowrise regarding Client’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Service Request, (2) this Agreement, and (3) the Information.

Severability. Snowrise’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

General. All obligations concerning confidentiality, liability, indemnification and uses of Materials survive termination. This Agreement and the parties’ rights and duties shall be interpreted and applied in accordance with the laws of the State of Colorado and be subject to the exclusive jurisdiction of the courts of the State of Colorado.