Snorkel AI Professional Services Terms

Last Updated: September 1, 2022

These Snorkel AI Professional Services Terms (“PS Terms”) apply to any agreement between Snorkel AI and Customer that references these PS Terms (the “Agreement”) and govern the professional services (“Professional Services”) performed by SnorkelAI.

  1. 1. PROFESSIONAL SERVICES

    1. Definition and Scope of Services. SnorkelAI shall perform Professional Services or Education Services, collectively “Services”, as set forth in a mutually agreed upon Order Form (“Order”) . “Professional Services” means professional and advisory services provided by SnorkelAI as specific engagements pursuant to an applicable Order . SnorkelAI shall have no obligation to deliver any Professional Services not expressly ordered in an Order. “Education Services” means SnorkelAI’s educational and training Courses delivered either by an instructor (in person or online) or as a self-paced online Course. “Course” means a specific training engagement, session or module. All prepaid Professional and Education Services must be redeemed within twelve (12) months from the date of purchase/invoice. At the end of the twelve (12) month term, any remaining pre-paid unused Professional or Education Services will expire; no refunds will be provided for any remaining pre-paid unused Professional or Education Services.
    2. Fees and Payment. Customer shall pay SnorkelAI the fees (“Services Fees”) in the amount specified in the applicable Order in accordance with the Order terms.
    3. Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from SnorkelAI, Customer will reimburse SnorkelAI for all reasonable expenses incurred by SnorkelAI while performing the Professional Services, including without limitation, transportation services, lodging, meal and out-of-pocket expenses directly related to the provision of the Professional Services (the “Expenses”). SnorkelAI will include, upon request, reasonably detailed documentation of all such Expenses in excess of $25 USD with each related invoice.

  2. 2. CUSTOMER DATA

    The Professional Services do not require to extract from Customer’s systems or process any data or personal data. Professional Services resources may access Customer’s systems and Customer’s data exclusively under Customer’s supervision and in compliance with Customer’s policies. SnorkelAI Professional Services resources are bound by confidentiality and all Professional Services resources assigned to perform the Professional Services have successfully completed background verifications. Such background checks, at a minimum: (i) are conducted by a reputable, commercially recognized background check or investigative agency in compliance with all applicable laws and (ii) include a federal and county criminal conviction check in the county of residence, employment, work, and school in the previous seven (7) years for felony and misdemeanor convictions, pending charges, and outstanding warrants (or the equivalent thereof if international personnel).

  3. 3. SUBCONTRACTORS

    SnorkelAI may use subcontractors to perform the Professional Services . In the event a subcontractor is engaged, SnorkelAI will (a) impose appropriate contractual obligations upon such subcontractor that are no less protective than these PS Terms and the Agreement or confirm that the subcontractor is under appropriate statutory obligation of confidentiality; and (b) remain responsible for subcontractor’s compliance with these PS Terms and for any acts or omissions of the subcontractor that cause SnorkelAI to breach any of its obligations under these PS Terms.

  4. 4. INTELLECTUAL PROPERTY OWNERSHIP

    With the exception of Customer’s underlying and pre-existing intellectual property used to create the Deliverables (as defined below), SnorkelAI will own all right, title and interest in and to the Deliverables. The term “Deliverables” shall mean any deliverables created by SnorkelAI during the performance of the Professional Services that are specifically identified in such Order, whether published or unpublished. SnorkelAI hereby grants to Customer and Customer Affiliates (defined below) a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, limited, right and license to use, execute or copy the Deliverables solely for Customer’s internal business purposes and solely in connection with Customer’s use of the Professional Services . For purposes of the PS Terms, the term “Affiliates” shall mean any entity that Controls, or is Controlled by, or is under common Control with Customer, where “Control” means ownership, directly or indirectly, of fifty percent (50%) or more of the voting interest.

  5. 5. WARRANTY AND DISCLAIMERS

    With the exception of Customer’s underlying and pre-existing intellectual property used to create the Deliverables (as defined below), SnorkelAI will own all right, title and interest in and to the Deliverables. The term “Deliverables” shall mean any deliverables created by SnorkelAI during the performance of the Professional Services that are specifically identified in such Order, whether published or unpublished. SnorkelAI hereby grants to Customer and Customer Affiliates (defined below) a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, limited, right and license to use, execute or copy the Deliverables solely for Customer’s internal business purposes and solely in connection with Customer’s use of the Professional Services . For purposes of the PS Terms, the term “Affiliates” shall mean any entity that Controls, or is Controlled by, or is under common Control with Customer, where “Control” means ownership, directly or indirectly, of fifty percent (50%) or more of the voting interest.

    1. Services Warranty. SnorkelAI warrants that the Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Services. As Customer’s sole and exclusive remedy and SnorkelAI’s entire liability for any breach of the foregoing warranty, SnorkelAI will, at its expense, promptly re-perform any Services that fail to meet this limited warranty.
    2. Disclaimers EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROFESSIONAL SERVICES PERFORMED AND ANY ITEMS FURNISHED UNDER THESE PS TERMS, INCLUDING, BUT NOT LIMITED TO, DATA, REPORTS, DOCUMENTATION, DELIVERABLES AND SOFTWARE OF ANY KIND, AND ANY RECOMMENDATIONS OR CONCLUSIONS CONTAINED THEREIN, ARE PROVIDED “AS IS”. SNORKELAI MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF THE PROFESSIONAL SERVICES OR RESULTS OR DATA GENERATED THEREFROM OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING.

  6. 6. NO SOLICITATION

    Customer will not knowingly solicit for employment any employee, or representative of SnorkelAI who performs the Services hereunder during the term of this Agreement and for a period of one (1) year thereafter, without the prior written consent of SnorkelAI.

  7. 7. INSURANCE

    During the Term, each party will obtain and maintain, at its own expense, insurance appropriate with respect to performance of the party’s respective obligations under this Agreement, including commercial general liability, errors and omissions, worker’s compensation and employer liability as required by applicable law, and automobile liability.