These Terms of Service are between Treasure Data, Inc. and Customer and become effective on the Effective Date. Unless otherwise indicated, terms are defined in Section 11.

1. TREASURE DATA RESPONSIBILITIES
   1. Provision of the Service. Treasure Data authorizes Customer to access and use the Service during the Subscription Term solely for Authorized Business Purposes subject to the capacity limitations set forth in the Order Form and in accordance with the Documentation. Treasure Data reserves the right to update and modify the Service at any time in its sole discretion, provided that Treasure Data may not materially decrease the functionalities in the Service during the Subscription Term. Except for the express usage rights granted in this Section 1.1, no other rights or licenses are granted to Customer by Treasure Data in this Agreement, by implication, estoppel or otherwise.
   2. Use of Collected Data and Use Data. (a) Customer authorizes Treasure Data to access and process the Collected Data to the extent it is necessary to provide the Service and Professional Services to Customer. (b) Treasure Data may retain and use the Use Data for (i) supporting, maintaining, and improving the Service; and (ii) developing and distributing general benchmarks or statistics pertaining to the Service, provided the Use Data are in an aggregated and anonymized format. For the avoidance of doubt, such aggregated and anonymized data will not contain information that identifies Customer or its customers or any data subject and is not considered Customer Confidential Information.
   3. Privacy. Treasure Data and Customer will comply with the DPA, which shall apply to the extent Collected Data includes Personal Data (as defined in the DPA).
   4. Security. During the Subscription Term, Treasure Data will maintain a written security program that includes policies, procedures and controls aligned to ISO27001, or a substantially equivalent standard, designed to protect the Service and Collected Data from accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access. Customer acknowledges that no data transmission over the Internet or data storage system can be 100% secure and Treasure Data cannot guarantee the security of data transmitted to or stored by Treasure Data. Treasure Data recommends that Customer use a secure encrypted connection to communicate with the Service. Treasure Data shall not be liable to Customer for any liability arising from the operation of the Service over the Internet or other networks outside of Treasure Data’s control. Under no circumstances will Treasure Data be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service, Collected Data, or Customer’s Login Account by any third party, provided that Treasure Data has not breached its obligations set forth in this Section. Treasure Data shall, after discovery, without undue delay notify Customer of any security breaches, incidents, threats, or vulnerabilities involving the Collected Data or User Account Information.
   5. Customer Support and Service Availability. Customer Support and Service Availability (as defined in the Customer Support and Service Availability Exhibit) are provided in accordance with Customer’s purchased plan level identified on the Order Form and the Customer Support and Service Availability Exhibit.
   6. Professional Services. Treasure Data shall provide Professional Services purchased by Customer in accordance with the SOW which will be governed by this Agreement. Customer shall reimburse Treasure Data for all reasonable, pre-approved (by Customer in writing or email) and appropriately documented travel and related expenses incurred by Treasure Data in performing any support or Professional Services for Customer.
2. CUSTOMER RESPONSIBILITIES
   1. Customer’s Account. Pursuant to Section 1.1 (Provision of the Service), Customer may permit Users to use the Service solely on Customer’s behalf, provided that Customer shall ensure that all Users comply with the terms of this Agreement. Treasure Data will set up Customer’s initial Login Account and Customer must provide the User Account Information. Accounts registered by “bots” or other automated methods are prohibited. Customer shall, and shall ensure that the Users, protect the confidentiality of each Login Account, including the User’s username and password.  In the event of any unauthorized use of a Login Account, Customer will (1) take all steps necessary to terminate such unauthorized use; (2) promptly notify Treasure Data at security@treasure-data.com; and (3) cooperate with Treasure Data and provide assistance in the investigation and remediation as Treasure Data may reasonably request.
   2. Third Party Services.  Customer may use certain Third-Party Services in connection with the Service.  Customer’s use of those Third-Party Services is subject to the terms and conditions that apply to such Third-Party Services between such third party and Customer, to which Treasure Data is not a party. Treasure Data makes no representations or warranties with respect to any Third-Party Services, whether express or implied, and shall have no liability whatsoever for the Collected Data while it is being transmitted between the Service and the Third-Party Services or when it is stored in the Third-Party Services. Customer is solely responsible for determining the suitability of any Third-Party Services that Customer elects to use in connection with the Service. Any and all use of such Third-Party Services shall be at Customer’s sole risk. If Treasure Data reasonably determines that such Third-Party Service causes a risk to the security, integrity or operation of the Service, Treasure Data will promptly notify Customer and Customer will cooperate with Treasure Data to remediate the risk or damage, including the removal of the connection between the Third-Party Service and the Service.
   3. Backup of Collected Data. Customer is solely responsible for maintaining appropriate backups and archives of Collected Data. Treasure Data will have no responsibility for backing up any Collected Data or other information that Customer provides to Treasure Data.
   4. Restrictions. Customer shall not (and shall ensure that Users do not): (1) use the Service in any manner or for any purpose other than as expressly permitted by this Agreement; (2) sell, resell, sublicense, distribute, rent or lease the Service, or include the Service in any service bureau or outsourcing operation; (3) copy, modify, or otherwise create derivative works of the Service; (4) remove or modify any proprietary right notice in the Service; (5) use the Service to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs, or otherwise engage in a malicious act or disrupt its security, integrity or operation; (6) interfere with, compromise or degrade the integrity or performance of the Service or materially adversely affect other users’ use of the Service or the networks or systems of other parties; (7) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits; (8) use the Service in violation of applicable laws, rules, or regulations, including without limitation for collecting or otherwise processing data in violation of the US Children’s Online Privacy Protection Rule (COPPA) or other similar foreign legislation; (9) use the Service to infringe the intellectual property rights or otherwise violate the rights of others; (10) reverse engineer, decompile or otherwise attempt to derive source code from the Service; or (11) use the Service to store, transmit or otherwise process Sensitive Data. Customer acknowledges that the Service is not intended to meet any legal obligations for its use with Sensitive Data. If Customer discovers the occurrence of any violation of this Section 2.4, Customer will immediately suspend access to the Service by such User and promptly notify Treasure Data
   5. Customer Warranties. Customer shall comply with all applicable laws in using the Service. Customer warrants that: (1) Customer has the right to share with Treasure Data the User Account Information and Collected Data (including any Personal Information contained therein) it provides under Section 1.2; (2) Customer has the right to upload Collected Data to the Service and export the Collected Data to locations designated by Customer; (3) Customer’s use, transmission, and export of Collected Data are and will be in compliance with this Agreement, and all applicable laws, regulations, and ordinances, including relevant data privacy laws; and (4) Customer has provided all necessary notices and obtained all necessary consents related to the collection, use, and transfer of Collected Data and User Account Information in compliance with applicable data privacy laws.
3. ORDERING
   1. Payment. Customer will pay Treasure Data Service Fees in full, without offsets, deduction of transaction fees or otherwise or withholding of any kind, in the currency set forth in the Order Form, annually in advance, unless otherwise stated in the Order Form. Invoices are due within thirty (30) days after the invoice date. Except as expressly provided herein, all payment obligations are committed for the applicable Subscription Term, and are non-cancelable, and all Service Fees and other amounts paid or payable are non-refundable. Treasure Data may charge Customer interest at the lesser of the rate of 1.5% per month and the maximum amount permitted by law on all late and undisputed payments, if Customer fails to cure after a 10-day cure notice.
   2. Invoice. Treasure Data will invoice the first year of Service on the Effective Date of the Order Form, and for any subsequent year if Customer is purchasing a multiple year Subscription Term, on or prior to the expiration of the then-current subscription year. The per-unit pricing for any automatic renewal term may increase by no more than the per-unit pricing increase percentage stated on the applicable Order Form. For clarity, such increase will apply to the subscription fee stated on the expiring Order Form. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Service has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
   3. Overage Service. During the Subscription Term, Customer will be provided a usage dashboard that displays Customer’s consumption of the Service, and it is Customer’s responsibility to monitor and ensure that its consumption does not exceed purchased capacity. Without limiting the foregoing, Treasure Data may remotely review the scope of Customer’s use of the Service, and on Treasure Data’s written request, Customer will provide reasonable assistance to verify Customer’s compliance with the Agreement with respect to access to and use of the Service. Treasure Data may notify Customer of any Overage Service and if requested by Customer will work with Customer to optimize its use of the Service and Customer will, within 30 days, either: (1) reduce its usage; or (2) enter into a new Order Form to purchase additional subscriptions or capacity, commensurate with Customer’s actual use in accordance with the overage pricing on the applicable Order Form. If Customer fails to cure within the 30-day cure period, Treasure Data may issue an invoice for the Overage Service.
   4. Taxes. All payments under this Agreement are exclusive of Taxes. Customer is solely liable for and will pay all Taxes associated with its purchase of, payment for, access to, or use of, the ordered Service and Professional Services. For the avoidance of doubt, Taxes will not be deducted from payments to Treasure Data, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Treasure Data receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. When applicable, Customer will provide its VAT or GST identification number(s) on the Order Form. Customer will use the ordered Service and Professional Services for Customer’s business use in accordance with the provided VAT or GST identification number(s) of its business establishment(s). Each party is responsible for its own income tax.
4. PROPRIETARY RIGHTS
   1. Treasure Data Ownership. Treasure Data and its suppliers and Affiliates, as applicable, will retain all right, title and interest, in and to the Treasure Data Technology, its trademarks and its Confidential Information.
   2. Customer Ownership. Customer will retain all right, title and interest, in and to the Customer Technology, Collected Data, the content of Reports related to such Collected Data, Customer’s trademarks, and Customer’s Confidential Information. Customer grants Treasure Data a royalty-free, fully paid up, non-exclusive, non-transferrable (except under Section 10.3), worldwide right to use Collected Data and Customer Technology solely to provide and support the Service and Professional Services.
   3. Feedback. If Customer provides Feedback to Treasure Data, Customer grants to Treasure Data a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 10.3), non-exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize Feedback without restriction.
   4. Newly Created IP. The Service Materials shall remain the exclusive property of Treasure Data. Service Materials include materials created for or in cooperation with Customer, but do not include any Collected Data, Customer’s Confidential Information or the Service. If a SOW expressly provides for the creation and ownership transfer of Newly Created IP to Customer, Treasure Data assigns to Customer such Newly Created IP upon Customer’s payment in full under the SOW. If any Treasure Data Technology (with the exception of Service) is incorporated in a Newly Created IP, Treasure Data grants Customer a non-exclusive, royalty-free, non-transferable (except under Section 10.3), non-sublicensable worldwide license to use such Treasure Data Technology, solely in connection with Customer’s use of the Service during the applicable Subscription Term.
5. CONFIDENTIAL INFORMATION
   1. Obligations. The Receiving Party agrees to protect the Confidential Information from the Disclosing Party using the same degree of care that it uses to protect its own Confidential Information of like kind, but in no event less than a reasonable degree of care, to prevent unauthorized disclosure and not to use the Disclosing Party’s Confidential Information for any purpose outside of this Agreement.
   2. Permitted Disclosures. The Receiving Party may disclose Disclosing Party’s Confidential Information to its Affiliates, contractors and agents who have a need to know solely for the purposes of this Agreement and are bound by confidentiality obligations no less restrictive than those contained in this Agreement. The Receiving Party will be liable for any breach under this Section 5 that is caused by an act or omission of any such Affiliate, contractor or agent. The Receiving Party may disclose the Disclosing Party’s Confidential Information in the following circumstances: (1) disclosure to third parties to the extent that the Confidential Information is required to be disclosed pursuant to a court order or as otherwise required by law, provided that the party required to make the disclosure promptly notifies the other party upon learning of such requirement (unless restricted by law) and has given the other party a reasonable opportunity to contest or limit the scope of such required disclosure; (2) disclosure to nominated third parties under written authority from the Disclosing Party  of the Confidential Information; and (3) disclosure to the Receiving Party’s legal counsel, accountants or professional advisors to the extent necessary for them to advise on the interpretation or enforcement of the Agreement.
6. WARRANTIES
   1. Treasure Data Warranties. Treasure Data warrants that: (1) during the Subscription Term, the production environment of the Service will materially conform to Documentation; and (2) Professional Services will be performed in a competent and workmanlike manner, in accordance with generally accepted industry standards, and all material requirements in the applicable SOW. Customer must promptly report any failure of the Service or Professional Services to comply with this Section to Treasure Data at legal@treasure-data.com, citing breach of warranty and this Section. For any non-conformance of the above warranty, Treasure Data will use reasonable efforts to correct any such non-conformance or provide Customer with an alternative means of accomplishing the desired performance. If the non-conformity without a workaround lasts more than 30 days after Customer’s notice, then Customer may terminate the affected Service or Professional Services immediately on written notice of termination, and as Customer’s exclusive remedy, Treasure Data will refund Customer any prepaid fees covering the remainder of the Subscription Term after the date of termination for the non-conforming Service or unperformed Professional Services. The warranties in this Section do not apply to any non-conformance caused by use of the Service or Professional Services in breach of this Agreement, or modifications of the Service or Professional Services by Customer or any third party other than Treasure Data or at the direction of Treasure Data.
   2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREASURE DATA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, TREASURE DATA DOES NOT WARRANT THAT THE SERVICE OR PROFESSIONAL SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS.
7. LIMITATION OF LIABILITY
   1. Exclusions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS (DIRECT OR INDIRECT), LOSS OF BUSINESS, REPUTATION, OR GOODWILL, LOSS OF USE OR DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. ADDITIONALLY, TREASURE DATA SHALL HAVE NO LIABILITY RELATED TO CUSTOMER’S USE OF THE SERVICE IN VIOLATION OF SECTION 2.4.
   2. Liability Limit. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED IN SECTION 7.3, (A) THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GENERAL LIABILITY CAP; EXCEPT THAT EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED THE DATA PROTECTION LIABILITY CAP FOR DAMAGES THAT ARISE FROM A BREACH OF: (1) SECTION 1.3 (PRIVACY); (2) SECTION 1.4 (SECURITY); (3) SECTION 2.4 (RESTRICTIONS); (4) SECTION 2.5 (CUSTOMER WARRANTIES); OR (5) SECTION 5 (CONFIDENTIAL INFORMATION, WHERE SUCH BREACH RESULTS IN THE UNAUTHORIZED DISCLOSURE OF COLLECTED DATA).
   3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THIS SECTION 7 SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATIONS TO PAY FOR SERVICES OR TAXES; (2) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (3) DEATH OR BODILY INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE; OR (4) FRAUD OR FRAUDULENT MISREPRESENTATION.
   4. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION LIABILITY CAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A PARTY HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE DATA PROTECTION LIABILITY CAP. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION 7 SHALL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS.
8. INDEMNIFICATION
   1. By Treasure Data. Subject to this Section 8, Treasure Data will defend and indemnify Customer against any Claim alleging that Customer’s use of the unmodified Service infringes such third party’s intellectual property rights, and Treasure Data will indemnify Customer from any damages, reasonable attorneys’ fees and costs finally awarded against Customer or amounts paid by Customer in any final settlement in connection with any such Claim.
   2. Mitigation. In connection with the Claim, Treasure Data may: (i) procure for Customer the right to continue to use the applicable Service, (ii) modify or replace the applicable Service with substantially similar functionality that avoids the Claim, or (iii) if neither (i) nor (ii) is possible, terminate the right to use the affected Service and refund any prepaid subscription fees covering that part of the applicable Subscription Term for such Service remaining after the effective date of termination.
   3. Limitations. Notwithstanding the above, Treasure Data shall have no liability under this Section 8 to the extent that the Claim is based upon:  (i) the combination, operation, or use of the Service with equipment, devices, or software not supplied by Treasure Data if no infringement would have occurred absent such combination, operation, or use; or (ii) the alteration of the Service that was not made by Treasure Data if no infringement would have occurred absent such alteration; or (iii) the failure of Customer to use or implement the replacement or modification provided by Treasure Data pursuant to Section 8.1.1 above.
   4. By Customer. Subject to this Section 8, Customer will defend and indemnify Treasure Data against any Claim made or brought against Treasure Data based on Customer’s breach of Section 2.4 (Restrictions) or Section 2.5 (Customer Warranties), and Customer will indemnify Treasure Data from any fines, damages, reasonable attorneys’ fees and costs finally awarded against Treasure Data or amounts paid by Treasure Data in any final settlement in connection with any such Claim.
   5. Process. The Indemnified Party will give prompt written notice to the Indemnifying Party of any Claims as a condition of the Indemnifying Party’s defense and indemnification obligations under this Section 8. The Indemnifying Party shall assume exclusive defense and control of any matter which is subject to indemnification under this Section 8, in which case the Indemnified Party agrees to cooperate with any reasonable requests to assist in the defense of such matter. The Indemnified Party may participate in the defense at its own cost and through its own counsel.  Neither the Indemnifying Party nor the Indemnified Party will settle or dispose of any claim in any manner that would adversely affect the rights or interests of the other party without the prior written consent of the other party, which will not be unreasonably withheld or delayed. This Section 8 states the entire liability of the Indemnifying Party with respect to a Claim under Section 8.1 or Section 8.2, and Indemnifying Party will have no additional liability with respect to any alleged or proven infringement or violation.
9. TERM AND TERMINATION
   1. Term and Renewal. This Agreement will commence on the Effective Date and continue until there are no Order Forms in effect. The Subscription Term for a given subscription shall be set forth in the applicable Order Form. Unless otherwise stated in the Order Form, the ordered Service will automatically renew for successive one-year Subscription Terms, unless either party provides notice of its intent not to renew at least 30 days prior to the end of the then-current Subscription Term. Notice of intent not to renew Services may be provided to Treasure Data by emailing Legal@treasure-data.com.
   2. Termination for Cause. Either party may terminate an Order Form and/or this Agreement immediately upon written notice to the other party, if: (1) the other party materially breaches this Agreement which is capable of remedy and fails to cure such breach within thirty (30) days from the date of written notice of breach by the non-breaching party; (2) the other party materially breaches the Agreement which is not capable of remedy; or (3) the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors. Notwithstanding the foregoing, non-payment of any Service Fees or other fees due to Treasure Data will be considered a material breach.
   3. Effect of Termination. Upon termination or expiration of this Agreement for any reason, all rights granted to Customer hereunder will immediately terminate and Customer will cease all use of the Service.  The Receiving Party shall promptly destroy or, if instructed by Disclosing Party, return or delete all Disclosing Party’s Confidential Information. Upon termination of an Order Form and/or this Agreement by Customer for Treasure Data’s breach pursuant to Section 9.2, Treasure Data will refund the unused portion of any pre-paid Service Fees covering that part of the applicable Subscription Term for such Service remaining after the effective date of termination. Upon termination of an Order Form and/or this Agreement by Treasure Data for Customer’s breach pursuant to Section 9.2, Customer will pay any unpaid Service Fees for the remainder of the Subscription Term of each terminated Order Form pursuant to Section 3.1 regardless of the payment schedule in the Order Form.
   4. Export and Destruction of Collected Data.  Customer shall have the ability to export Collected Data from the Service at any time during the Subscription Term and for thirty (30) days after the expiration or termination of the Agreement. Following such period, Treasure Data will have no obligation to maintain or provide Collected Data and shall thereafter, unless legally prohibited, automatically delete all Collected Data in its systems.  Customer acknowledges that following such deletion of Collected Data, the Collected Data will be unrecoverable.
   5. Suspension. Without limiting Treasure Data’s rights or remedies hereunder, Treasure Data shall be entitled to suspend Customer’s or its Users’ use of the Service (a) if Treasure Data reasonably determines, supported by observable evidence, that Customer or a User is using the Service in a manner that: (i) poses a security risk to Treasure Data, the Service, or any third party; (ii) could adversely impact Treasure Data’s systems, the Service, or the systems or data of a third-party cloud provider or any other Treasure Data customer; or (iii) breaches Sections 2.4 (Restrictions) or 2.5 (Customer Warranties);  or (b) as required by law or at the request of governmental entities. If feasible, Treasure Data will use commercially reasonable efforts to notify Customer in advance of such suspension, upon which Customer shall cooperate with Treasure Data to remediate the violation.  If Customer fails to cure within 30 days of notice, Treasure Data may terminate this Agreement and Order Forms for Customer’s material breach pursuant to Section 9.2.
   6. Survival. Sections 3.1 (Payment), 4 (Proprietary Rights), 5 (Confidential Information), 6.2 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Term and Termination), 10 (General), and 11 (Definitions) will survive the termination or expiration of this Agreement.
10. GENERAL
    1. Governing Law; Venue. (1) If Customer’s address is in a location not covered by (2) or (3), the validity, construction and performance of this Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the federal and/or state courts, as applicable, in Santa Clara County, California. (2) If Customer’s address is in the United Kingdom, the European Economic Area, or Switzerland, the validity, construction and performance of this Agreement shall be governed by the laws of England. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the courts of England and Wales. (3) If Customer’s address is in Asia, the validity, construction and performance of this Agreement shall be governed by the laws of Singapore. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the courts of Singapore.  The conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and are hereby expressly excluded. Notwithstanding the foregoing, either party to this Agreement may, at any time, and without waiving any other rights under this Agreement, seek appropriate legal or equitable relief, including but not limited to, emergency interim and/or injunctive relief, in any court of competent jurisdiction to protect its intellectual property rights. Except as expressly stated in this Agreement, no one other than a party to this Agreement shall have any right to enforce any of its terms.
    2. Export Compliance. Customer agrees to comply with Export Laws that apply to Customer’s use of the Service. Without limiting the foregoing, Customer agrees it will not: (1) export, re-export, transfer, or otherwise use the Service in any country subject to an embargo or other sanctions by the U.S. (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk Regions of Ukraine); (2) export, re-export, or transfer, either directly or indirectly, to a person or entity barred by the applicable Export Laws from participating in export activities; and (3) use the Service for any purpose prohibited by Export Laws.
    3. Assignment. Neither party may assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed).  Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided, however, that the assigning party must notify the other party as soon as reasonably possible after the completion of any such change in control. Within 30 days of such notice, the non-assigning party shall have the ability to terminate the Agreement by providing written notice with immediate effect should that non-assigning party determine that the change in control was to: (i) a direct competitor or (ii) an Affiliate of a direct competitor of the non-assigning party. This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors or assigns.
    4. Notice. Except as otherwise provided in this Agreement, any legal notice under this Agreement shall be in writing and sent to the following addresses or as subsequently updated in writing: (i) to Customer: to the Customer’s address on the Order Form; and (ii) to Treasure Data: to Treasure Data’s address on the Order Form, with a copy to legal@treasure-data.com. All notices will be in writing and deemed given on: (a) personal delivery; (b) when received by the addressee if sent by a recognized overnight courier (receipt requested); (c) the third business day after mailing; or (d) the first business day after sending by email with confirmation of receipt.  All communications and notices to be made or given pursuant to this Agreement must be in the English language.
    5. Independent Contractors. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise between the parties, and the parties will at all times be and remain independent contractors.
    6. Third-Party Beneficiaries. The UK Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing that Act shall not apply in relation to this Agreement, and nothing in this Agreement shall confer on any third-party the right to enforce any provision hereof.
    7. Force Majeure. Neither party will be liable under this Agreement because of any failure or delay in the performance of its obligations (except for payment of money) on account of riots, criminal acts, government action, fire, pandemic, natural disaster, extreme adverse weather, acts of God, terrorism, Internet connectivity or backbone or other telecommunications failures outside of Treasure Data’s local network,  power failures,  or any other cause directly affecting such failure or causing such delay and beyond such party’s reasonable control. The party affected by such events will provide prompt notice to the other party and will use reasonable efforts to mitigate the effects thereof.
    8. Severability. If any of the provisions of this Agreement are determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provisions will be deemed to be severed and struck from this Agreement, while the remaining provisions continue in full force and effect and are enforced to the extent possible, consistent with the stated intention of the parties.
    9. Waiver; Amendment. Failure by a party to enforce any part of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Only written waivers signed by an authorized representative of the waiving party are effective. Treasure Data reserves the right to update these Terms of Services, the DPA, and the Customer Support and Service Availability Exhibit at any time, provided however, that such updates will be effective only after the end of the applicable Subscription Term. Any modification to an Order Form or SOW must be in writing and signed by authorized representatives of both parties.
    10. Entire Agreement; Execution. This Agreement (including all Order Forms and Statements of Work executed by both parties) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof, including any non-disclosure agreement executed prior to this Agreement. Customer’s purchase order terms, trade, custom, practice or course of dealing are expressly excluded from the terms of this Agreement. This Agreement and any Order Form and SOW may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument.  Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be handwritten signatures. Customer has not relied on any statement, promise, or representation not expressly included in this Agreement, including related to any possible future functionality that Treasure Data may provide or offer.
11. DEFINITIONS
    1. “Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause direction of the general management of a legal entity.
    2. “Agreement” means this Master Services Agreement and any Order Forms and/or Statements of Work that reference this Agreement. Any documents that are expressly referenced herein or that reference this Agreement shall be incorporated herein by reference.
    3. “Authorized Business Purposes” shall mean the internal business purposes of the division, business unit or function (“Business Unit”) specified on the applicable Order Form or, if no Business Unit is specified, any and all Customer Business Units.
    4. “Claim” means any suit or proceeding made or brought against Customer or Treasure Data by a third party.
    5. “Collected Data” means electronic data and information submitted to, imported, or otherwise transferred by or on behalf of Customer to the Service. Collected Data does not include User Account Information.
    6. “Confidential Information” means (1) Treasure Data Technology (which is Treasure Data’s Confidential Information); (2) Collected Data, the content of the Reports and Customer Technology (which are Customer’s Confidential Information); (3) any of a party’s information, due to the nature of the information or circumstances of disclosure, the Receiving Party should reasonably understand it to be confidential; and (4) any Order Forms, Statements of Work, this Agreement and any amendment thereof (which are both parties’ Confidential Information). Confidential Information excludes any information (i) that is in the public domain other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (ii) that was within the Receiving Party’s possession prior to the disclosure to it by or on behalf of the Disclosing Party provided that such information is not already subject to any obligations of confidentiality; (iii) that becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not under obligation to keep such information confidential; or (iv) that was developed independently by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
    7. “Customer” means the customer entity who is purchasing the Service and Professional Services as set forth on the Order Form.
    8. “Customer Support and Service Availability Exhibit” means the Customer Support and Service Availability Exhibit  made available at https://www.treasuredata.com/terms/.
    9. “Customer Technology” means software, methodologies, templates, business processes, documentation, or other material originally authored, invented, or otherwise created by or for Customer (but not by or for Treasure Data) for use with the Service, excluding Treasure Data Technology.
    10. “Data Protection Liability Cap” means the liability limit that is two times (2x) the General Liability Cap.
    11. “Disclosing Party” means the party who discloses the Confidential Information.
    12. “Documentation” means the then current documentation for the Service, including user manuals, operating instructions, and release notes, made available by Treasure Data athttps://docs.treasuredata.com/.
    13. “DPA” means the Data Processing Addendum available at https://www.treasuredata.com/terms/.
    14. “Effective Date” (a) for this Agreement, means the last signature date on the first Order Form, and (b) for each Order Form, the last signature date on the Order Form.
    15. “Export Laws” means the U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Service.
    16. “Feedback” means suggestions, recommendations or other feedback regarding improvements to the Service.
    17. “General Liability Cap” means the total amounts paid or owing by Customer to Treasure Data in the twelve (12) months immediately preceding the first event giving rise to such liability.
    18. “Indemnified Party” means the party being indemnified under Section 8.
    19. “Indemnifying Party” means the party offering the indemnity under Section 8.
    20. “Login Account” means the user account to access the Service.
    21. “Newly Created IP” means any intellectual property rights in works of authorship newly created by Treasure Data specifically for Customer, based on Customer Confidential Information or Customer proprietary rights and expressly identified for Customer to own in an SOW. No Treasure Data Technology or anything not newly created in the course of performance of the SOW may be construed to be Newly Created IP.
    22. “Order Form” means a form executed by both parties setting out terms for the Professional Services and subscription of the Service, including the Service Fees and Subscription Term.
    23. “Overage Service” means the Service consumed by Customer that exceeds the purchased capacity.
    24. “Personal Information” means: (1) any information that can be used to distinguish or trace an individual’s identity; (2) any other information that is linked or linkable to an individual; (3) any other information relating to an identified or identifiable living natural person; or (4) any information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws.
    25. “Professional Services” means the implementation, configuration, training and other similar service to help Customer optimize its use of the Service.
    26. “Receiving Party” means the party who receives the Confidential Information.
    27. “Reports” means all reports produced by the Service relating to Collected Data containing data metrics, results of queries run on td-command, and visualizations of Collected Data.
    28. “Sensitive Data” means: (1) health or medical information or other patient information protected by the Health Insurance Portability and Accountability Act or related regulations; (2) any information revealing an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (3) an individual’s social security number, driver’s license number, or government-issued ID number; (4) card holder data or other information covered by the Payment Card Industry Data Security Standard (5) any information concerning an individual’s sex life or sexual orientation; (6) genetic or biometric data, where used for identification purposes; or, (7) data similar to that listed above which is granted enhanced protection under applicable laws or regulations.
    29. “Service” means the Treasure Data cloud-based service ordered by Customer under an Order Form and made available by Treasure Data as described in the Documentation and excludes any Third-Party Services.
    30. “Service Fees” means the fees for the Service and Professional Services.
    31. “Service Materials” means any materials produced by or with Treasure Data in the course of providing any support or Professional Services to Customer.
    32. “Statement of Work” or “SOW” means the statement of work executed by the parties subject to this Agreement that sets forth the scope, timeline, responsibilities of the parties, fees and any other applicable terms.
    33. “Subscription End Date” means the end date of the Service as stated on the Order Form.
    34. “Subscription Start Date” means the start date of the Service as stated on the Order Form.
    35. “Subscription Term” means the period of time covering the Subscription Start Date to the Subscription End Date that Customer may use the Service as stated on the applicable Order Form.
    36. “Taxes” means all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes, including interest and penalties, imposed by any jurisdiction.
    37. “Third-Party Services” means any third-party products or services not provided by Treasure Data.
    38. “Treasure Data Technology” means the (1) the Service, Service Materials, Documentation, and Treasure Data’s pre-existing programs, software, tools, content, designs, applications, concepts, technologies or methodologies created by or for, or licensed to, Treasure Data; (2) templates, format, and structure of Reports provided to Customer in connection the Service or Professional Services; (3) any intellectual property rights created outside the scope of this Agreement; and (4) updates, upgrades, improvements, configurations, extensions, and derivative works for the foregoing.
    39. “Use Data” means that data that is collected by the Treasure Data systems that are related to the use of the Service (such as the number of times a portion of the Service has been used). Use Data does not include Collected Data.
    40. “Users” means the employees or contractors of Customer or its Affiliates, permitted by Customer to use the Service.
    41. “User Account Information” means User’s full legal name, email address, and any other information requested during the account signup process.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Treasure Data, Inc. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use“), govern your access to and use of www.treasuredata.com, including but not limited to the Level Up Community at levelup.treasuredata.com or any other location elected by the Company (“Level Up Community”) and any content, functionality and services offered on or through the site (the “Website“), whether as a guest or a registered user.  Notwithstanding the foregoing, the access to and use of Treasure Data’s cloud products and services, and related offerings, but excluding the Level Up Community and any products or services offered through that community, shall be subject to (a) if a Master Service Agreement or similar contract is executed between you and the Company to govern your access to and use of Treasure Data’s cloud products and services, and related offerings, the applicable Master Service Agreement or similar contract; or (b) if (a) does not apply, the Treasure Data Terms of Service available at https://www.treasuredata.com/terms/terms-of-service.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Statement, found at https://www.treasuredata.com/privacy-statement/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Statement, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and access to some parts of the Website, such as the Level Up Community, is expressly limited to authorized customers and partners of Treasure Data. By using the Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend all or any part of the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Statement, and you consent to all actions we take with respect to your information consistent with our Privacy Statement.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media platform integrations with certain content, you may take such actions as are enabled by such integrations.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except as expressly authorized.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo, the terms and logos identified at https://www.treasuredata.com/company/trademarks/, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, national, state, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, prize or reward catalogs, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Rewards

Certain Interactive Services on the Website may allow you to accrue “points” that may be redeemed for reward(s). Rewards will be featured at various price points and in limited quantities. The approximate retail values of rewards are subject to change based on current market conditions at the time of reward redemption. You are not entitled to any surplus between actual retail value (“RV”) of a reward and stated RV and any difference between stated RV and actual RV of the reward will not be awarded. No substitution, assignment, transfer, or cash redemption of any reward or points is allowed. The Company reserves the right to substitute a reward with another reward of equal or greater value should the advertised reward become unavailable for any reason. If applicable, rewards may be fulfilled in the form of voucher(s), coupon(s) and/or gift card(s) in the Company’s sole discretion. If you are unable to participate in or accept a reward or any portion of a reward for any reason, the Company shall have no further obligation to you. The Company will not replace any lost or stolen rewards after redemption by Participants. In no event will the Company be responsible for fulfilling more than the stated number of rewards. You acknowledge and agree that rewards are available in limited quantities and reward type and availability are subject to change at the Company’s sole discretion. The Company shall have no obligation or liability to you for any changes made to reward type or availability.

The following are not eligible to receive any rewards or points: (1) employees or contracted vendors of the Company or its parents, subsidiaries, agents or affiliates; (2) the immediate family members or members of the same household of any such employee or vendor; (3) anyone professionally involved in the development or administration of the reward or point programs; (4) employees or contracted vendors of governments and government-affiliated companies or organizations; (5) any person whose employer’s guidelines or regulations do not allow entry in such a program or acceptance of the reward(s); (6) individuals residing or located in any countries or regions that are subject to U.S export restrictions (including but not limited to Cuba, Iran, North Korea, Sudan, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhansk Regions of Ukraine); or (7) any individual who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government.

Shipment or delivery of rewards may not be available in every country or region. You are solely responsible for all costs and expenses, including support services, as part of any reward. Taxes, if any, your sole responsibility; and you may be required to submit documentation or issued an IRS Form 1099 or other tax documentation for the retail value of any redeemed reward.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, national, state, provincial, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Statement.
• Be likely to deceive any person.
• Promote any illegal activity or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please Contact Us to send us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up to date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Statement and Cookie Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Statement and Cookie Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send e-mails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. You acknowledge that we have neither made, nor are in any manner responsible or liable for, any warranty, representation or guarantee, expressed or implied, in fact or in law, relative to any reward. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES, ITEMS OR REWARDS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES, ITEMS OR REWARDS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES, ITEMS OR REWARDS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES, ITEMS OR REWARDS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES, ITEMS OR REWARDS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $50.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be 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 (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall 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 of Mountain View and County of Santa Clara County, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Statement constitute the sole and entire agreement between you and Treasure Data, Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Treasure Data, Inc., 800 West El Camino Real, Suite 180, Mountain View, California 94040.

All notices of copyright infringement claims should be submitted to our Contact Us page in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to our Contact Us page as well.

These End User Terms of Service (“Terms of Service”) are between Treasure Data, Inc. and End User and become effective on the Effective Date. Unless otherwise indicated, terms are defined in Section 11.

Treasure Data is providing the Service to End User in accordance with these Terms of Service through End User’s execution of the End User-Reseller Order Form and Treasure Data’s execution of the Reseller-Treasure Data Order Form. Both Treasure Data and End User acknowledge and agree that (a) Reseller is authorized to resell the Service and Professional Services to End User; (b) such services are governed by these Terms of Service; and (c) Treasure Data’s obligations to End User are limited to those set forth herein and Treasure Data is not party to any agreement between Reseller and End User. Reseller is not authorized to make any promises, representations, or commitments on behalf of Treasure Data.

1. TREASURE DATA RESPONSIBILITIES
   1. Provision of the Service. Treasure Data authorizes End User to access and use the Service during the Subscription Term solely for End User’s own internal business purposes subject to the capacity limitations set forth in the End User-Reseller Order Form and in accordance with the Documentation. Treasure Data reserves the right to update and modify the Service at any time in its sole discretion, provided that Treasure Data may not materially decrease the functionalities in the Service during the Subscription Term. Except for the express usage rights granted in this Section 1.1, no other rights or licenses are granted to End User by Treasure Data in this Agreement, by implication, estoppel or otherwise.
   2. Use of Collected Data and Use Data. (a) End User authorizes Treasure Data to access and process the Collected Data to the extent it is necessary to provide the Service and Professional Services to End User. (b) Treasure Data may retain and use the Use Data for (i) supporting, maintaining, and improving the Service; and (ii) developing and distributing general benchmarks or statistics pertaining to the Service, provided the Use Data are in an aggregated and anonymized format. For the avoidance of doubt, such aggregated and anonymized data will not contain information that identifies End User or its customers or any data subject and is not considered End User Confidential Information.
   3. Privacy. Treasure Data and End User will comply with the DPA, which shall apply to the extent Collected Data includes Personal Data (as defined in the DPA).
   4. Security. During the Subscription Term, Treasure Data will maintain a written security program that includes policies, procedures and controls aligned to ISO27001, or a substantially equivalent standard, designed to protect the Service and Collected Data from accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access. End User acknowledges, that no data transmission over the Internet or data storage system can be 100% secure and Treasure Data cannot guarantee the security of data transmitted to or stored by Treasure Data. Treasure Data recommends that End User use a secure encrypted connection to communicate with the Service. Treasure Data shall not be liable to End User for any liability arising from the operation of the Service over the Internet or other networks outside of Treasure Data’s control. Under no circumstances will Treasure Data be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service, Collected Data, or End User’s Login Account by any third party, provided that Treasure Data has not breached its obligations set forth in this Section. Treasure Data shall, after discovery, without undue delay notify End User of any security breaches, incidents, threats, or vulnerabilities involving the Collected Data or User Account Information.
   5. Customer Support and Service Availability. Customer Support and Service Availability (as defined in the Customer Support and Service Availability Exhibit) are provided in accordance with End User’s purchased plan level identified on the Reseller-Treasure Data Order Form and the Customer Support and Service Availability Exhibit.
   6. Professional Services. Treasure Data shall provide Professional Services purchased by Reseller in accordance with the Reseller-Treasure Data SOW which will be governed by these Terms of Service. End User shall reimburse Reseller for all reasonable, pre-approved (by End User in writing or email) and appropriately documented travel and related expenses incurred by Treasure Data in performing any support or Professional Services for End User. Payment terms for Professional Services are governed by the End User-Reseller SOW.
2. END USER RESPONSIBILITIES
   1. End User’s Account. Pursuant to Section 1.1 (Provision of the Service), End User may permit Users to use the Service solely on End User’s behalf, provided that End User shall ensure that all Users comply with the terms of this Agreement. Treasure Data will set up End User’s initial Login Account and End User must provide the User Account Information. Accounts registered by “bots” or other automated methods are prohibited. End User shall, and shall ensure that the Users, protect the confidentiality of each Login Account, including the User’s username and password. In the event of any unauthorized use of a Login Account, End User will (1) take all steps necessary to terminate such unauthorized use; (2) promptly notify Treasure Data at security@treasure-data.com; and (3) cooperate with Treasure Data and provide assistance in the investigation and remediation as Treasure Data may reasonably request.
   2. Third Party Services. End User may use certain Third-Party Services in connection with the Service.  End User’s use of those Third-Party Services is subject to terms and conditions that apply to such Third-Party Services, and those terms and conditions are between such third party and End User, to which Treasure Data is not a party. Treasure Data makes no representations or warranties with respect to any Third-Party Services, whether express or implied, and shall have no liability whatsoever for the Collected Data while it is being transmitted between the Service and the Third-Party Services or when it is stored in the Third-Party Services. End User is solely responsible for determining the suitability of any Third-Party Services that End User elects to use in connection with the Service. Any and all use of such Third-Party Services shall be at End User’s sole risk. If Treasure Data reasonably determines that such Third-Party Service causes a risk to the security, integrity or operation of the Service, Treasure Data will promptly notify End User and End User will cooperate with Treasure Data to remediate the risk or damage, including the removal of the connection between the Third-Party Service and the Service.
   3. Backup of Collected Data. End User is solely responsible for maintaining appropriate backups and archives of Collected Data. Treasure Data will have no responsibility for backing up any Collected Data or other information that End User provides to Treasure Data.
   4. Restrictions. End User shall not (and shall ensure that Users do not): (1) use the Service in any manner or for any purpose other than as expressly permitted by this Agreement; (2) sell, resell, sublicense, distribute, rent or lease the Service, or include the Service in any service bureau or outsourcing operation; (3) copy, modify, or otherwise create derivative works of the Service; (4) remove or modify any proprietary right notice in the Service; (5) use the Service to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs, or otherwise engage in a malicious act or disrupt its security, integrity or operation; (6) interfere with, compromise or degrade the integrity or performance of the Service or materially adversely affect other users’ use of the Service or the networks or systems of other parties; (7) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits; (8) use the Service in violation of applicable laws, rules, or regulations, including, without limitation, for collecting or otherwise processing data in violation of the US Children’s Online Privacy Protection Rule (COPPA) or other similar foreign legislation; (9) use the Service to infringe the intellectual property rights or otherwise violate the rights of others; (10) reverse engineer, decompile or otherwise attempt to derive source code from the Service; or (11) use the Service to store, transmit or otherwise process Sensitive Data. End User acknowledges that the Service is not intended to meet any legal obligations for its use with Sensitive Data. If End User discovers the occurrence of any violation of this Section 2.4, End User will immediately suspend access to the Service by such User and promptly notify Treasure Data.
   5. End User Warranties. End User shall comply with all applicable laws in using the Service. End User warrants that: (1) End User has the right to share with Treasure Data the User Account Information and Collected Data (including any Personal Information contained therein) it provides under Section 1.2; (2) End User has the right to upload Collected Data to the Service and export the Collected Data to locations designated by End User; (3) End User’s use, transmission, and export of Collected Data are and will be in compliance with this Agreement, and all applicable laws, regulations, and ordinances, including relevant data privacy laws; and (4) End User has provided all necessary notices and obtained all necessary consents related to the collection, use, and transfer of Collected Data and User Account Information in compliance with applicable data privacy laws.
3. ORDERING
   1. Payment. End User will pay Reseller the Service Fees in the End User-Reseller Order Form, but End User acknowledges that Treasure Data may suspend the Service if Treasure Data does not receive the corresponding payment from Reseller. Notwithstanding the foregoing, (i) non-payment of any Service Fees or other fees due by End User to Reseller and (ii) non-receipt of the corresponding payment by Treasure Data from Reseller will each be considered a material breach. End User will pay Reseller Service Fees in full, without offsets, deduction of transaction fees or otherwise or withholding of any kind, in the currency set forth in the Order Form, annually in advance, unless otherwise stated in the End User-Reseller Order Form. Invoices are due within thirty (30) days after the invoice date. Except as expressly provided herein, all payment obligations are committed for the applicable Subscription Term, and are non-cancelable, and all Service Fees and other amounts paid or payable are non-refundable. Reseller may charge End User interest at the lesser of the rate of 1.5% per month and the maximum amount permitted by law on all late and undisputed payments, if End User fails to cure after a 10-day cure notice.
   2. Invoice. Reseller will invoice the first year of Service on the Effective Date of the End User-Reseller Order Form, and for any subsequent year, if End User is purchasing a multiple year Subscription Term, on or prior to the expiration of the then-current subscription year. The per-unit pricing for any automatic renewal term may increase by no more than the per-unit pricing increase percentage stated on the applicable End User-Reseller Order Form. For clarity, such increase will apply to the subscription fee stated on the expiring End User-Reseller Order Form. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Service has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
   3. Overage Service. During the Subscription Term, End User will be provided a usage dashboard that displays End User’s consumption of the Service, and it is End User’s responsibility to monitor and ensure that its consumption does not exceed purchased capacity. Without limiting the foregoing, Treasure Data may remotely review the scope of End User’s use of the Service, and on Treasure Data’s written request, End User will provide reasonable assistance to verify End User’s compliance with the Agreement with respect to access to and use of the Service. Treasure Data may notify End User and Reseller of any Overage Service and if requested by End User will work with End User to optimize its use of the Service and End User will, within 30 days, either: (1) reduce its usage; or (2) enter into a new End User-Reseller Order Form to purchase additional subscriptions or capacity, commensurate with End User’s actual use in accordance with the overage pricing on the applicable End User-Reseller Order Form. If End User fails to cure within the 30-day cure period, Reseller may issue an invoice for the Overage Service.
   4. Taxes. All payments under this Agreement are exclusive of Taxes. End User is solely liable for and will pay all Taxes associated with its purchase of, payment for, access to, or use of, the ordered Service and Professional Services. For the avoidance of doubt, Taxes will not be deducted from payments to Reseller, except as required by applicable law, in which case End User will increase the amount payable as necessary so that, after making all required deductions and withholdings, Reseller receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. When applicable, End User will provide its VAT or GST identification number(s) on the End User-Reseller Order Form. End User will use the ordered Service and Professional Services for End User’s business use in accordance with the provided VAT or GST identification number(s) of its business establishment(s). Each party is responsible for its own income tax.
4. PROPRIETARY RIGHTS
   1. Treasure Data Ownership. Treasure Data and its suppliers and Affiliates, as applicable, will retain all right, title and interest, in and to the Treasure Data Technology, its trademarks and its Confidential Information.
   2. End User Ownership. End User will retain all right, title and interest, in and to the End User Technology, Collected Data, the content of Reports related to such Collected Data, End User’s trademarks, and End User’s Confidential Information. End User grants Treasure Data a royalty-free, fully paid up, non-exclusive, non-transferrable (except under Section 10.3), worldwide right to use Collected Data and End User Technology solely to provide and support the Service and Professional Services.
   3. Feedback. If End User provides Feedback to Treasure Data, End User grants to Treasure Data a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 10.3), non-exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize Feedback without restriction.
   4. Newly Created IP. The Service Materials shall remain the exclusive property of Treasure Data. Service Materials include materials created for or in cooperation with End User, but do not include any Collected Data, End User’s Confidential Information or the Service. If a SOW expressly provides for the creation and ownership transfer of Newly Created IP to End User, Treasure Data assigns to End User such Newly Created IP upon Reseller’s payment in full under the Reseller-Treasure Data SOW. If any Treasure Data Technology (with the exception of Service) is incorporated in a Newly Created IP, Treasure Data grants End User a non-exclusive, royalty-free, non-transferable (except under Section 10.3), non-sublicensable worldwide license to use such Treasure Data Technology, solely in connection with End User’s use of the Service during the applicable Subscription Term.
5. CONFIDENTIAL INFORMATION
   1. Obligations. The Receiving Party agrees to protect the Confidential Information from the Disclosing Party using the same degree of care that it uses to protect its own Confidential Information of like kind, but in no event less than a reasonable degree of care, to prevent unauthorized disclosure and not to use the Disclosing Party’s Confidential Information for any purpose outside of this Agreement.
   2. Permitted Disclosures. The Receiving Party may disclose Disclosing Party’s Confidential Information to its Affiliates, contractors and agents who have a need to know solely for the purposes of this Agreement and are bound by confidentiality obligations no less restrictive than those contained in this Agreement. The Receiving Party will be liable for any breach under this Section 5 that is caused by an act or omission of any such Affiliate, contractor or agent. The Receiving Party may disclose the Disclosing Party’s Confidential Information in the following circumstances: (1) disclosure to third parties to the extent that the Confidential Information is required to be disclosed pursuant to a court order or as otherwise required by law, provided that the party required to make the disclosure promptly notifies the other party upon learning of such requirement (unless restricted by law) and has given the other party a reasonable opportunity to contest or limit the scope of such required disclosure; (2) disclosure to nominated third parties under written authority from the Disclosing Party of the Confidential Information; and (3) disclosure to the Receiving Party’s legal counsel, accountants or professional advisors to the extent necessary for them to advise on the interpretation or enforcement of the Agreement.
6. WARRANTIES
   1. Treasure Data Warranties. Treasure Data warrants that: (1) during the Subscription Term, the production environment of the Service will materially conform to Documentation; and (2) Professional Services will be performed in a competent and workmanlike manner, in accordance with generally accepted industry standards, and all material requirements in the applicable Reseller-Treasure Data SOW. End User must promptly report any failure of the Service or Professional Services to comply with this Section to Reseller and Treasure Data at legal@treasure-data.com, citing breach of warranty and this Section. For any non-conformance of the above warranty, Treasure Data will use reasonable efforts to correct any such non-conformance or provide End User with an alternative means of accomplishing the desired performance. If the non-conformity without a workaround lasts more than 30 days after End User’s notice, then End User may terminate the affected Service or Professional Services immediately on written notice of termination, and as End User’s exclusive remedy, Treasure Data will require Reseller to refund End User any prepaid fees covering the remainder of the Subscription Term after the date of termination for the non-conforming Service or unperformed Professional Services. The warranties in this Section do not apply to any non-conformance caused by use of the Service or Professional Services in breach of this Agreement, or modifications of the Service or Professional Services by End User or any third party other than Treasure Data or at the direction of Treasure Data.
   2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREASURE DATA AND RESELLER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, TREASURE DATA AND RESELLER DO NOT WARRANT THAT THE SERVICE OR PROFESSIONAL SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR WILL MEET THE REQUIREMENTS OF END USER OR OTHERS.
7. LIMITATION OF LIABILITY
   1. Exclusions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS (DIRECT OR INDIRECT), LOSS OF BUSINESS, REPUTATION, OR GOODWILL, LOSS OF USE OR DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. ADDITIONALLY, TREASURE DATA AND RESELLER SHALL HAVE NO LIABILTY RELATED TO END USER’S USE OF THE SERVICE IN VIOLATION OF SECTION 2.4.
   2. Liability Limit. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED IN SECTION 7.3, (A) THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GENERAL LIABILITY CAP; EXCEPT THAT EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED THE DATA PROTECTION LIABILITY CAP FOR DAMAGES THAT ARISE FROM A BREACH OF: (1) SECTION 1.3 (PRIVACY); (2) SECTION 1.4 (SECURITY); (3) SECTION 2.4 (RESTRICTIONS); (4) SECTION 2.5 (END USER WARRANTIES); OR (5) SECTION 5 (CONFIDENTIAL INFORMATION, WHERE SUCH BREACH RESULTS IN THE UNAUTHORIZED DISCLOSURE OF COLLECTED DATA).
   3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THIS SECTION 7 SHALL NOT APPLY TO: (1) END USER’S OBLIGATIONS TO PAY FOR SERVICES OR TAXES TO RESELLER; (2) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (3) DEATH OR BODILY INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE; OR (4) FRAUD OR FRAUDULENT MISREPRESENTATION.
   4. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION LIABILITY CAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A PARTY HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE DATA PROTECTION LIABILITY CAP. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION 7 SHALL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS.
8. INDEMNIFICATION
   1. By Treasure Data. Subject to this Section 8, Treasure Data will defend and indemnify End User against any Claim alleging that End User’s use of the unmodified Service infringes such third party’s intellectual property rights, and Treasure Data will indemnify End User from any damages, reasonable attorneys’ fees and costs finally awarded against End User or amounts paid by End User in any final settlement in connection with any such Claim.
      1. Mitigation. In connection with the Claim, Treasure Data may: (i) procure for End User the right to continue to use the applicable Service, (ii) modify or replace the applicable Service with substantially similar functionality that avoids the Claim, or (iii) if neither (i) nor (ii) is possible, terminate the right to use the affected Service and require Reseller to refund any prepaid subscription fees covering that part of the applicable Subscription Term for such Service remaining after the effective date of termination.
      2. Limitations. Notwithstanding the above, Treasure Data shall have no liability under this Section 8 to the extent that the Claim is based upon: (i) the combination, operation, or use of the Service with equipment, devices, or software not supplied by Treasure Data if no infringement would have occurred absent such combination, operation, or use; or (ii) the alteration of the Service that was not made by Treasure Data if no infringement would have occurred absent such alteration; or (iii) the failure of End User to use or implement the replacement or modification provided by Treasure Data pursuant to Section 8.1.1 above.
   2. By End User. Subject to this Section 8, End User will defend and indemnify Treasure Data against any Claim made or brought against Treasure Data based on End User’s breach of Section 2.4 (Restrictions) or Section 2.5 (End User Warranties), and End User will indemnify Treasure Data from any fines, damages, reasonable attorneys’ fees and costs finally awarded against Treasure Data or amounts paid by Treasure Data in any final settlement in connection with any such Claim.
   3. Process. The Indemnified Party will give prompt written notice to the Indemnifying Party of any Claims as a condition of the Indemnifying Party’s defense and indemnification obligations under this Section 8. The Indemnifying Party shall assume exclusive defense and control of any matter which is subject to indemnification under this Section 8, in which case the Indemnified Party agrees to cooperate with any reasonable requests to assist in the defense of such matter. The Indemnified Party may participate in the defense at its own cost and through its own counsel. Neither the Indemnifying Party nor the Indemnified Party will settle or dispose of any claim in any manner that would adversely affect the rights or interests of the other party without the prior written consent of the other party, which will not be unreasonably withheld or delayed. This Section 8 states the entire liability of the Indemnifying Party with respect to a Claim under Section 8.1 or Section 8.2, and Indemnifying Party will have no additional liability with respect to any alleged or proven infringement or violation.
9. TERM AND TERMINATION
   1. Term and Renewal. This Agreement will commence on the Effective Date and continue until there are no Reseller-Treasure Data Order Forms in effect. The Subscription Term for a given subscription shall be set forth in the applicable Reseller-Treasure Data Order Form. Unless otherwise stated in the applicable Reseller-Treasure Data Order Form, or the applicable agreement between Reseller and Treasure Data, the ordered Service will automatically renew for successive one (1) year Subscription Terms, unless End User provides notice to Reseller, Reseller provides notice to Treasure Data, or Treasure Data provides notice to Reseller and End User, of its intent not to renew at least thirty (30) days prior to the end of the then-current Subscription Term. Notice of intent not to renew may be provided to Treasure Data by emailing legal@treasure-data.com.
   2. Termination for Cause. End User may terminate the End User-Reseller Order Form, Treasure Data may terminate the Reseller-Treasure Data Order Form and either party may terminate this Agreement immediately upon written notice to the other party, if: (1) the other party materially breaches this Agreement which is capable of remedy and fails to cure such breach within thirty (30) days from the date of written notice of breach by the non-breaching party; (2) the other party materially breaches the Agreement which is not capable of remedy; or (3) the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors. Notwithstanding the foregoing, non-payment of any Service Fees or other fees due to Reseller by End User or to Treasure Data by Reseller will be considered a material breach.
   3. Effect of Termination. Upon termination or expiration of this Agreement for any reason, all rights granted to End User hereunder will immediately terminate and End User will cease all use of the Service. The Receiving Party shall promptly destroy or, if instructed by Disclosing Party, return or delete all Disclosing Party’s Confidential Information. Upon termination of an End User-Reseller Order Form and/or this Agreement by End User for Treasure Data’s breach pursuant to Section 9.2, Treasure Data will refund to Reseller the unused portion of any pre-paid Service Fees stated in the Reseller-Treasure Data Order Form covering that part of the applicable Subscription Term for such Service remaining after the effective date of termination. Upon termination of a Reseller-Treasure Data  Order Form and/or this Agreement by Treasure Data for End User’s breach pursuant to Section 9.2, End User will pay any unpaid Service Fees for the remainder of the Subscription Term of each terminated End User-Reseller Order Form pursuant to Section 3.1 regardless of the payment schedule in the End User-Reseller Order Form.
   4. Export and Destruction of Collected Data. End User shall have the ability to export Collected Data from the Service at any time during the Subscription Term and for thirty (30) days after the expiration or termination of the Agreement. Following such period, Treasure Data will have no obligation to maintain or provide Collected Data and shall thereafter, unless legally prohibited, automatically delete all Collected Data in its systems.  End User acknowledges that following such deletion of Collected Data, the Collected Data will be unrecoverable.
   5. Suspension. Without limiting Treasure Data’s rights or remedies hereunder, Treasure Data shall be entitled to suspend End User’s or its Users’ use of the Service (a) if Treasure Data reasonably determines supported by observable evidence that End User or a User is using the Service in a manner that: (i) poses a security risk to Treasure Data, the Service, or any third party; (ii) could adversely impact Treasure Data’s systems, the Service, or the systems or data of a third-party cloud provider or any other Treasure Data customer; or (iii) breaches Sections 2.4 (Restrictions) or 2.5 (End User Warranties); or (b) as required by law or at the request of governmental entities. If feasible, Treasure Data will use commercially reasonable efforts to notify End User in advance of such suspension, upon which End User shall cooperate with Treasure Data to remediate the violation.  If End User fails to cure within 30 days of notice, Treasure Data may terminate this Agreement and Reseller-Treasure Data Order Forms for End User’s material breach pursuant to Section 9.3.
   6. Survival. Sections 3.1 (Payment), 4 (Proprietary Rights), 5 (Confidential Information), 6.2 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Term and Termination), 10 (General), and 11 (Definitions) will survive the termination or expiration of this Agreement.
10. GENERAL
    1. Governing Law; Venue. (1) If End User’s address is in a location not covered by (2) or (3), the validity, construction and performance of this Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the federal and/or state courts, as applicable, in Santa Clara County, California. (2) If End User’s address is in the United Kingdom, the European Economic Area, or Switzerland, the validity, construction and performance of this Agreement shall be governed by the laws of England. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the courts of England and Wales. (3) If End User’s address is in Asia, the validity, construction and performance of this Agreement shall be governed by the laws of Singapore. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the courts of Singapore.   The conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and are hereby expressly excluded. Notwithstanding the foregoing, either party to this Agreement may, at any time, and without waiving any other rights under this Agreement, seek appropriate legal or equitable relief, including but not limited to, emergency interim and/or injunctive relief, in any court of competent jurisdiction to protect its intellectual property rights. Except as expressly stated in this Agreement, no one other than a party to this Agreement shall have any right to enforce any of its terms.
    2. Export Compliance. End User agrees to comply with Export Laws that apply to End User’s use of the Service. Without limiting the foregoing, End User agrees it will not: (1) export, re-export, transfer, or otherwise use the Service in any country subject to an embargo or other sanctions by the U.S. (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk Regions of Ukraine); (2) export, re-export, or transfer, either directly or indirectly, to a person or entity barred by the applicable Export Laws from participating in export activities; and (3) use the Service for any purpose prohibited by Export Laws.
    3. Assignment. Neither party may assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided, however, that the assigning party must notify the other party as soon as reasonably possible after the completion of any such change in control. Within 30 days of such notice, the non-assigning party shall have the ability to terminate the Agreement by providing written notice with immediate effect should that non-assigning party determine that the change in control was to: (i) a direct competitor or (ii) an Affiliate of a direct competitor of the non-assigning party. This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors or assigns.
    4. Notice. Except as otherwise provided in this Agreement, any legal notice under this Agreement shall be in writing and sent to the following addresses or as subsequently updated in writing: (i) to End User: to the End User’s address on the Reseller-Treasure Data Order Form; and (ii) to Treasure Data: to Treasure Data’s address on the End User-Reseller Order Form, with a copy to legal@treasure-data.com. All notices will be in writing and deemed given on: (a) personal delivery; (b) when received by the addressee if sent by a recognized overnight courier (receipt requested); (c) the third business day after mailing; or (d) the first business day after sending by email with confirmation of receipt. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
    5. Independent Contractors. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise between the parties, and the parties will at all times be and remain independent contractors.
    6. Force Majeure. Neither party will be liable under this Agreement because of any failure or delay in the performance of its obligations (except for payment of money) on account of riots, criminal acts, government action, fire, pandemic, natural disaster, extreme adverse weather, acts of God, terrorism, Internet connectivity or backbone or other telecommunications failures outside of Treasure Data’s local network, power failures,  or any other cause directly affecting such failure or causing such delay and beyond such party’s reasonable control. The party affected by such events will provide prompt notice to the other party and will use reasonable efforts to mitigate the effects thereof.
    7. Severability. If any of the provisions of this Agreement are determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provisions will be deemed to be severed and struck from this Agreement, while the remaining provisions continue in full force and effect and are enforced to the extent possible, consistent with the stated intention of the parties.
    8. Waiver; Amendment. Failure by a party to enforce any part of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Only written waivers signed by an authorized representative of the waiving party are effective. Treasure Data reserves the right to update these Terms of Service, the DPA and the Customer Support and Service Availability Exhibit at any time, provided however, that such updates will be effective only after the end of the applicable Subscription Term. Any modification to any Order Forms or SOWs governed hereby must be in writing and signed by authorized representatives of the parties thereto.
    9. Entire Agreement; Execution. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof, including any non-disclosure agreement executed prior to this Agreement. End User’s purchase order terms, trade, custom, practice or course of dealing are expressly excluded from the terms of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be handwritten signatures. End User has not relied on any statement, promise, or representation not expressly included in this Agreement, including related to any possible future functionality that Treasure Data may provide or offer.
11. DEFINITIONS
    1. “Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause direction of the general management of a legal entity.
    2. “Agreement” means these Terms of Service and any Order Forms or Statements of Work that reference these Terms of Service. Any documents that are expressly referenced herein or that reference these Terms of Service shall be incorporated herein by reference.
    3. “Claim” means any suit or proceeding made or brought against End User or Treasure Data by a third party.
    4. “Collected Data” means electronic data and information submitted to, imported, or otherwise transferred by or on behalf of End User to the Service. Collected Data does not include User Account Information.
    5. “Confidential Information” means (1) Treasure Data Technology (which is Treasure Data’s Confidential Information); (2) Collected Data, the content of the Reports and End User Technology (which are End User’s Confidential Information); (3) any of a party’s information, due to the nature of the information or circumstances of disclosure, the Receiving Party should reasonably understand it to be confidential; and (4) any Reseller-Treasure Data Order Forms, Reseller-Treasure Data Statements of Work, this Agreement and any amendment thereof (which are both parties’ Confidential Information). Confidential Information excludes any information (i) that is in the public domain other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (ii) that was within the Receiving Party’s possession prior to the disclosure to it by or on behalf of the Disclosing Party provided that such information is not already subject to any obligations of confidentiality; (iii) that becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not under obligation to keep such information confidential; or (iv) that was developed independently by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
    6. “Customer Support and Service Availability Exhibit” means the Customer Support and Service Availability Exhibit made available at https://www.treasuredata.com/terms/.   The term “Customer” in the Exhibit refers to End User.
    7. “Data Protection Liability Cap” means the liability limit that is two times (2x) the General Liability Cap.
    8. “Disclosing Party” means the party who discloses the Confidential Information.
    9. “Documentation” means the then current documentation for the Service, including user manuals, operating instructions, and release notes, made available by Treasure Data at https://docs.treasuredata.com/.
    10. “DPA” means the Data Processing Addendum available at https://www.treasuredata.com/terms/.
    11. “Effective Date” (a) for this Agreement, means the last signature date on the first Reseller-Treasure Data Order Form, and (b) for each Reseller-Treasure Data Order Form, the last signature date on the Reseller-Treasure Data Order Form.
    12. “End User” means the customer entity who is purchasing the Service and Professional Services as set forth on the Reseller-Treasure Data Order Form.
    13. “End User-Reseller Order Form” means the order form executed by End User and Reseller setting out the Professional Services and subscription of the Service, including the Service Fees that End User will pay Reseller and Subscription Term, provided that Treasure Data has entered or will soon enter into a Reseller-Treasure Data Order Form for the benefit of End User.
    14. “End User-Reseller Statement of Work” or “End User-Reseller SOW” means the statement of work executed by End User and Reseller subject to these Terms of Service that sets forth the scope, timeline, responsibilities of the parties, fees and any other applicable terms, provided that Treasure Data has entered or will soon enter into an SOW with Reseller (“Reseller-Treasure Data SOW”) that set forth Reseller’s purchase of Professional Services from Treasure Data for the benefit of End User.
    15. “End User Technology” means software, methodologies, templates, business processes, documentation, or other material originally authored, invented, or otherwise created by or for End User (but not by or for Treasure Data) for use with the Service, excluding Treasure Data Technology.
    16. “Export Laws” means the S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Service.
    17. “Feedback” means suggestions, recommendations or other feedback regarding improvements to the Service.
    18. “General Liability Cap” means the total amounts paid or owing by Reseller to Treasure Data in the twelve (12) months immediately preceding the first event giving rise to such liability.
    19. “Indemnified Party” means the party being indemnified under Section 8.
    20. “Indemnifying Party” means the party offering the indemnity under Section 8.
    21. “Login Account” means the user account to access the Service.
    22. “Newly Created IP” means any intellectual property rights in works of authorship newly created by Treasure Data specifically for End User, based on End User Confidential Information or End User proprietary rights and expressly identified for End User to own in a Reseller-Treasure Data SOW. No Treasure Data Technology or anything not newly created in the course of performance of the Reseller-Treasure Data SOW may be construed to be Newly Created IP.
    23. “Overage Service” means the Service consumed by End User that exceeds the purchased capacity.
    24. “Personal Information” means: (1) any information that can be used to distinguish or trace an individual’s identity; (2) any other information that is linked or linkable to an individual; (3) any other information relating to an identified or identifiable living natural person; or (4) any information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws.
    25. “Professional Services” means the implementation, configuration, training and other similar service to help End User optimize its use of the Service.
    26. “Receiving Party” means the party who receives the Confidential Information.
    27. “Reports” means all reports produced by the Service relating to Collected Data containing data metrics, results of queries run on td-command, and visualizations of Collected Data.
    28. “Reseller” means the entity that has contracted directly with Treasure Data to resell Service and/or Professional Services to End User subject to these Terms of Service.
    29. “Reseller-Treasure Data Order Form” means a order form executed by Reseller and Treasure Data setting out End User’s name and contact information, terms for the Professional Services and subscription of the Service, including the Service Fees that Reseller will pay Treasure Data and Subscription Term.
    30. “Sensitive Data” means: (1) health or medical information or other patient information protected by the Health Insurance Portability and Accountability Act or related regulations; (2) any information revealing an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (3) an individual’s social security number, driver’s license number, or government-issued ID number; (4) card holder data or other information covered by the Payment Card Industry Data Security Standard (5) any information concerning an individual’s sex life or sexual orientation; (6) genetic or biometric data, where used for identification purposes; or, (7) data similar to that listed above which is granted enhanced protection under applicable laws or regulations.
    31. “Service” means the Treasure Data cloud-based service ordered by End User under an End User-Reseller Order Form and made available by Treasure Data pursuant to a Reseller-Treasure Data Order form as described in the Documentation and excludes any Third-Party Services.
    32. “Service Fees” means the fees for the Service and Professional Services in the End User-Reseller Order Form owed by End User to Reseller or in the Reseller-Treasure Data Order Form owed by Reseller to Treasure Data, as appropriate.
    33. “Service Materials” means any materials produced by or with Treasure Data in the course of providing any support or Professional Services to End User.
    34. “Subscription End Date” means the end date of the Service as stated on the End User-Reseller Order Form or Reseller-Treasure Data Order Form.
    35. “Subscription Start Date” means the start date of the Service as stated on the End User-Reseller Order Form or Reseller-Treasure Data Order Form.
    36. “Subscription Term” means the period of time covering the Subscription Start Date to the Subscription End Date that End User may use the Service as stated on the applicable End User-Reseller Order Form or the Reseller-Treasure Data Order Form.
    37. “Taxes” means all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes, including interest and penalties, imposed by any jurisdiction.
    38. “Third-Party Services” means any third-party products or services not provided by Treasure Data.
    39. “Treasure Data Technology” means the (1) the Service, Service Materials, Documentation, and Treasure Data’s pre-existing programs, software, tools, content, designs, applications, concepts, technologies or methodologies created by or for, or licensed to, Treasure Data; (2) templates, format, and structure of Reports provided to End User in connection the Service or Professional Services; (3) any intellectual property rights created outside the scope of this Agreement; and (4) updates, upgrades, improvements, configurations, extensions, and derivative works for the foregoing.
    40. “Use Data” means that data that is collected by the Treasure Data systems that are related to the use of the Service (such as the number of times a portion of the Service has been used). Use Data does not include Collected Data.
    41. “Users” means the employees or contractors permitted by End User to use the Service.
    42. “User Account Information” means User’s full legal name, email address, and any other information requested during the account signup process.