Master Services AgreementFebruary 6, 2023
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The most recent prior version of these Terms of Service is available here. Last Updated: February 6, 2023
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. Subscription 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 (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. 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.Debit Card, Check or Wire Transfer. All payments due under this Agreement shall be made by check, bank wire transfer, or through the marketplace where the purchase was originally made. Such charges shall be paid in advance in accordance with the frequency stated in the applicable Order Form.Invoices. RudderStack will invoice Customer in advance in accordance with the relevant Order Form, directly or through the marketplace where the purchase was originally made. 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.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.