In order to obtain and use the SnowcatCloud Magento Extension and Shopify App (“the SnowcatCloud Extension/App”), you must first agree to the terms of this License. If you agree to the terms of this License, you may use the SnowcatCloud Magento Extension or Shopify App. If you do not agree to the terms of this License, then you may not install or use the SnowcatCloud Magento Extension or Shopify App.

BY SIGNING THE ORDER FORM OR BY USING THE SOFTWARE, CUSTOMER: (i) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (ii) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT THE INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (iii) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS.

THIS AGREEMENT ALSO GOVERNS ANY TRIAL, EVALUATION, OR DEMONSTRATION USE OF THE SERVICES.

IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

THE PARTIES AGREE AS FOLLOWS:

1. General License Terms

Subject to the terms and conditions of this License Agreement (the “License”), SnowcatCloud, Inc. ("SnowcatCloud") hereby grants to you a worldwide, non-exclusive, copyright license to install, copy, and use (subject to restrictions below) the software contained in the SnowcatCloud Magento Extension and Shopify App in connection with the Magento Commerce Platform/Shopify Platform and SnowcatCloud Services (as defined in the SnowcatCloud Master Subscription Agreement, available at https://www.snowcatcloud.com/legal/terms/), subject to your compliance with section 2 and the following terms and conditions:

1.1 This license grants you the non-exclusive license and right to install, use, and copy the SnowcatCloud Magento Extension or Shopify App to offer your services (“your User Services” or “the User Services”) with the Magento and Shopify Platforms.

1.2 When you use the SnowcatCloud Magento Extension or Shopify App in or with your User Services, you retain all rights to your User Services, and you have no obligation to share or license the User Services (including your source and object code) to SnowcatCloud or any third parties; but, SnowcatCloud retains all rights to the SnowcatCloud Magento Extension / Shopify App and the headers, libraries and SnowcatCloud APIs and other tools made available by SnowcatCloud, including those that may be incorporated into your User Services.

1.3 You agree that as a condition of this License you will design and distribute your User Services to ensure that your User Services and any software required to use your User Services does not, and you will not, alter or interfere with the normal operation, behavior or functionality of the SnowcatCloud Services.

1.4 You must not use the SnowcatCloud Magento Extension or Shopify App for any purpose not expressly permitted by this License. You must not (except as and only to the extent any of the following restrictions is prohibited by applicable law): (a) decompile; (b) reverse engineer; (c) disassemble; or (d) attempt to derive the source code of the SnowcatCloud Magento Extension / Shopify App or any part of the SnowcatCloud Services, or any other software or firmware provided to you by SnowcatCloud.

2. The SnowcatCloud Services

SnowcatCloud provides Magento Extension and Shopify App and related services to enable the integration and functionality of SnowcatCloud’s behavioral data collection and customer knowledge graph solutions. You must not use the SnowcatCloud Magento Extension or Shopify App, services, or any related tools provided by SnowcatCloud in a manner that violates the SnowcatCloud Terms of Service (available at https://www.snowcatcloud.com/legal/terms).

3. Additional Materials

SnowcatCloud may include in the SnowcatCloud Magento Extension/Shopify App additional content (e.g., samples) for demonstration, references or other specific purposes. That content will be clearly marked in the SnowcatCloud Magento Extension/Shopify App and is subject to all included terms and conditions. Your use of third-party materials, including any open source software, included in the SnowcatCloud Magento Extension/Shopify App may be subject to other terms typically found in separate third-party license agreements or “README” or “LICENSE” files included with those third-party materials. To the extent those other terms conflict with this License, the former will control with respect to the applicable third-party materials.

4. Disclaimer of Warranties and Limitation of Liability

THE SNOWCATCLOUD MAGENTO EXTENSION / SHOPIFY APP AND ANY COMPONENT THEREOF, INCLUDING ANY RELATED SERVICES, ARE PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT WILL SNOWCATCLOUD, AS THE COPYRIGHT OWNER OR ITS CONTRIBUTORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SNOWCATCLOUD MAGENTO EXTENSION / SHOPIFY APP OR THE SNOWCATCLOUD SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SNOWCATCLOUD IS NOT RESPONSIBLE FOR ANY ISSUES OR DAMAGES ARISING FROM THE USE OF THE MAGENTO EXTENSION / SHOPIFY APP IN CONJUNCTION WITH THIRD-PARTY SOFTWARE, SERVICES, OR ENVIRONMENTS. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO YOU MAY HAVE ADDITIONAL RIGHTS.

5. Marks Usage

This License does not grant permission to use the trade names, trademarks, service marks, or product names of SnowcatCloud, except as required for reasonable and customary use in describing the origin of the SnowcatCloud Magento / Shopify App Connections or the SnowcatCloud Services. SnowcatCloud reserves all rights not expressly granted to you under this License. You must not use the name of SnowcatCloud, Inc., SnowcatCloud, or that of any SnowcatCloud contributor, licensor, employee or contractor to endorse or promote products developed using the SnowcatCloud Services without SnowcatCloud’s specific prior written permission.

6. Compliance With Applicable Laws

You will ensure that your use of the SnowcatCloud Magento Extension / Shopify App, the SnowcatCloud Services, and your User Services complies with all applicable laws (including privacy laws) wherever your User Services are made available. You will not collect SnowcatCloud users’ content or information, or otherwise access any SnowcatCloud site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without SnowcatCloud’s prior written permission.

6.1 Data Protection and Privacy

You are solely responsible for ensuring that your use of the SnowcatCloud Magento Extension or Shopify App complies with all applicable data protection and privacy laws, including obtaining any necessary consents from individuals whose data is collected or processed. SnowcatCloud is not responsible for any data protection or privacy breaches resulting from your use of the SnowcatCloud Magento Extension or Shopify App.

7. Updates

SnowcatCloud may, at its discretion, release updates or new versions of the SnowcatCloud Magento Extension / Shopify App. While you are encouraged to install such updates to ensure optimal performance and security, you are solely responsible for ensuring that any updates or new versions are compatible with your User Services and environments. SnowcatCloud is not liable for any issues arising from incompatibility, and SnowcatCloud reserves the right to cease support for older versions of the SnowcatCloud Magento Extension / Shopify App.

8. Termination

SnowcatCloud may terminate this License and all your rights under this License immediately in the event you breach this License. Furthermore, SnowcatCloud may terminate this License if (a) User Services created by you infringes any intellectual property rights of SnowcatCloud or any third party; or (b) providing User Services that violate applicable law.

9. Enforceability and Severability

In the event any provision of this License is determined to be invalid, prohibited or unenforceable by a court or other body of competent jurisdiction, this License will be construed as if such invalid, prohibited or unenforceable provision has been more narrowly drawn so as not to be invalid, prohibited or unenforceable.

10. Assignment

You may not assign any rights or obligations under this License without the advance written consent of SnowcatCloud, which may be withheld in its sole discretion. SnowcatCloud may assign its rights or obligations under this License in its sole discretion.

11. Waiver

Failure of either party at any time to enforce any of the provisions of this License will not be construed as a waiver of such provisions or in any way affect the validity of this License or parts thereof.

12. Remedies

Your remedies under this License are limited to the right to collect money damages, if any, and you hereby waive your right to injunctive or other equitable relief.

13. Export Control

You will comply, and will not cause SnowcatCloud to not comply (by for example, providing your User Services to SnowcatCloud under this Agreement for which required export clearances have not been obtained), with all applicable export control laws of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations. You agree that this License and the SnowcatCloud Services and accompanying documentation are SnowcatCloud's confidential information (and is not publicly available), and you will not use it, disclose it or make it available to others except in accordance with the terms of this License.

14. Choice of Law/Jurisdiction

This License is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of this License or the licenses granted hereunder will be instituted exclusively in the Federal Courts of the United States or the courts of the State of California in each case located in the City and County of San Diego, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

15. Indemnification

You agree to indemnify, defend, and hold harmless SnowcatCloud, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, losses, liabilities, damages, expenses, and costs, including without limitation, reasonable attorneys’ fees, arising out of or relating to your use of the SnowcatCloud Magento Extension / Shopify App, your User Services, or any violation of this License.