SNORKEL AI, INC.

SnorkelAI Terms and Conditions

Last Updated: October 20, 2022

These Snorkel AI Terms and Conditions (these “Terms”) are entered into pursuant to the Order Form referencing these Terms (the “Order Form”) between the Customer listed in such Order Form (“Customer”) and Snorkel AI, Inc. (“Snorkel AI”) as of the effective date of the Order Form. Each of Snorkel AI and Customer are a “Party” and, collectively, are the “Parties”. These Terms govern Snorkel AI’s provision of and Customer’s access and use of Snorkel Flow (as defined below) under the Order Form.
  1. Definitions.The following terms, when used in these Terms will have the following meanings:
    1. “Agreement” means the Order Form together with these Terms.
    2. “Confidential Information” means any information of a confidential or non-public nature disclosed by one Party as a disclosing Party to the other Party as a receiving Party that is either designated as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.
    3. “Customer Environment” means Customer’s computing environment on which Snorkel Flow will be installed hereunder as described in the Order Form if Snorkel Flow is to be deployed “On-Prem” pursuant to the applicable Order Form.
    4. “Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Snorkel AI to Customer describing the intended operation of Snorkel Flow.
    5. “Hosted Service” means where Snorkel Flow is to be deployed on a “Hosted Basis” pursuant to an Order Form, Snorkel Flow as hosted and made available to Customer by or on behalf of Snorkel AI pursuant to such Order Form.
    6. “Term” means the term set forth in the Order Form.
    7. “Snorkel AI Materials” means Snorkel Flow, Documentation, Specifications and any other materials or information (including Snorkel AI’s Confidential Information) delivered or made available by Snorkel AI under the Agreement.
    8. “Snorkel Flow” means the Snorkel AI software identified on the Order Form to be delivered or made available by Snorkel AI to Customer as deployed “On-Prem” or on a “Hosted Basis”, including all fixes, updates and upgrades to the same made available to Customer.
    9. “Specifications” means the then-current version of the product specifications for the features and functionality of Snorkel Flow made available by Snorkel AI to Customer.
    10. “Use Limitations” means any use limitations or restrictions with respect to Customer’s use of Snorkel Flow set forth in the Order Form or herein.
  2. License; Access and Use 
    1. License to Snorkel Flow. Subject to the terms and conditions of the Agreement, Snorkel AI hereby grants to Customer, during the Term, a non-exclusive, non-sublicensable, non-transferable (a) right and license to install and use Snorkel Flow in the Customer Environment to the extent Snorkel Flow is to be deployed “On-Prem” pursuant to an Order Form; and/or (b) right to access and use the Hosted Service to the extent Snorkel Flow is to be deployed on a “Hosted Basis” pursuant to an Order Form, and in each case solely for Customer’s internal business purposes (unless otherwise set forth in an Order Form) and in accordance with the Documentation and any Use Limitations.
    2. Documentation. Subject to the terms and conditions of the Agreement, Snorkel AI hereby grants to Customer a non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the applicable Snorkel Flow. Customer will include on any permitted copies it makes of Snorkel Flow and Documentation the copyright notices or proprietary legends contained within the same.
    3. Customer Limitations. The rights granted herein are subject to the following restrictions. Customer will not directly or indirectly, and shall not permit or assist any third party to: (a) reverse engineer, decompile, disassemble, translate, modify, create derivative works of Snorkel AI Materials; (b) create, derive, access, inspect, export or permit or assist any third party to create, access, inspect or derive data or datasets in Snorkel AI Materials other than through designated GUI / SDK / API end points or the source code to any software composing the Snorkel AI Materials; (c) copy or reproduce the Snorkel AI Materials, except to the extent necessary to exercise the licensed use of the same hereunder; (d) attempt to probe, scan or test the vulnerability of Snorkel Flow or the Hosted Service, breach the security or authentication measures of Snorkel Flow or the Hosted Service without proper authorization or willfully render any part of Snorkel Flow unusable; (e) use or access Snorkel Flow to develop a product or service that is competitive with Snorkel Flow or engage in competitive analysis or benchmarking; (f) transfer, distribute, sell, resell, lease, license, sublicense, operate as a service for or on behalf of others, or otherwise assign the Snorkel AI Materials or otherwise assign any Snorkel AI Materials or otherwise offer access to the Snorkel AI Materials to a third party; (g) circumvent or otherwise interfere with any authentication or security measures of Snorkel Flow or otherwise interfere with or disrupt the integrity or performance of Snorkel Flow; (h) export any Snorkel AI Materials or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (i) transmit unlawful, infringing or harmful data or code, or any data or code that Customer is not authorized to transmit, either to or from Snorkel Flow; or (j) otherwise use any Snorkel AI Materials except as expressly permitted hereunder and in the Order Form. Customer acknowledges that Snorkel AI may, but is under no obligation to monitor Customer’s use of any Snorkel Flow.
    4. Customer Responsibilities. Customer: (a) will use commercially reasonable efforts to prevent unauthorized access to or use of the Snorkel AI Materials and notify Snorkel AI promptly of any such unauthorized access or use thereof; (b) is responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Snorkel AI Materials, including as set forth in the Documentation, and Customer will be solely responsible for its failure to maintain such equipment, software and services, and Snorkel AI will have no liability for such failure; and (c) is responsible for any action or inaction with respect to the access to and use of Snorkel Materials by any authorized user to whom Customer permits to access or use the Snorkel Materials and will be liable hereunder for any such action or inaction to the same extent as if such action or inaction had been taken by Customer.
    5. Professional Services. Subject to Customer’s timely payment of all applicable fees, Snorkel AI will provide to Customer the Professional Services, if any, set forth in an Order Form in a professional and workmanlike manner materially in accordance with the specifications and schedules therefor set forth in such Order Form. Except as expressly set forth in the applicable Order Form, Snorkel AI will own and retain all right, title and interest, including all intellectual property and proprietary rights, in and to any work product or deliverables created in connection with any Professional Services. Nothing in these Terms or any applicable Order Form shall be understood to prevent Snorkel AI from developing similar work product or deliverables for other customers.
  3. Fees
    1. Fees. Unless otherwise set forth in the Order Form, Customer will pay Snorkel AI the fees set forth in the Order Form immediately upon execution of the Order Form. Except as otherwise specified in the Order Form: (a) fees are quoted and payable in United States dollars; and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
    2. Audits. Customer will maintain, and Snorkel AI will be entitled to audit, records relevant to Customer’s use of the Snorkel AI Materials hereunder. Snorkel AI may audit such records on reasonable notice at Snorkel AI’s cost (or, if, and only if, the audits reveal material non-compliance with the Agreement, at Customer’s cost).
    3. Late Payment. Snorkel AI may upon notice to Customer suspend the rights to access the Snorkel AI Materials, or suspend the license to Snorkel Flow (as applicable) immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.
    4. Excess usage. In the event that Customer exceeds any Use Limitations (“Excess Usage”): (a) Customer will immediately notify Snorkel AI of such Excess Usage; (b) for the reminder of the Term of the applicable Order Form, the license quantity shall be automatically amended to the amount of such Excess Usage; (c) the fees payable for such additional quantity will be at Snorkel AI’s then current rates for such usage; and (d) upon invoice, Customer will pay for the Excess Usage at the amounts so invoiced.
    5. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Snorkel AI. Customer will not withhold any taxes from any amounts due to Snorkel AI.
  1. Proprietary Rights and Confidentiality
    1. Proprietary Rights. As between the Parties, Snorkel AI exclusively owns all right, title and interest in and to the Snorkel AI Materials and Customer exclusively owns all right, title and interest in and to Customer’s Confidential Information, including Customer Data (as defined below). Snorkel AI may, at any time and in its sole discretion, replace, modify, alter, improve, enhance, or change any of Snorkel AI’s products, services, or technologies. Except as expressly granted in the Agreement, Snorkel AI does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the Snorkel AI Materials. All other rights are expressly reserved by Snorkel AI. Notwithstanding anything herein to the contrary, all rights in and to Snorkel AI Materials and Documentation are licensed and not sold or transferred. Customer will include on any copies it makes of Snorkel AI Materials and Documentation any copyright notices or proprietary legends contained within the same. Customer acknowledges that Snorkel AI may, but is under no obligation to monitor Customer’s use of any Hosted Service.
    2. Feedback. Customer may from time to time provide Snorkel AI with suggestions or comments for enhancements or improvements, new features or functionality or other feedback with respect to Snorkel AI’s business, products, or services (“Feedback”). Snorkel AI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
    3. Confidentiality. Each Party agrees that it will use the Confidential Information of the other Party solely to perform its obligations and exercise its rights under the Agreement and it will not disclose, or permit to be disclosed, the same, except as otherwise permitted hereunder. However, either Party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives (collectively, ”Representatives”) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations with respect to the Confidential Information of the other Party consistent with those of the Agreement (provided that the Party disclosing the Confidential Information to its Representatives shall be responsible for any actions of its Representatives); and as required by law (in which case the receiving Party will provide the disclosing Party with prior written notification thereof, will provide the disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). The obligations of confidentiality in this Section 4.3 shall not apply to information that: (a) is or becomes generally known or publicly available through no fault of receiving Party; (b) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Part’s Confidential Information. Each Party agrees to exercise due care in protecting the Confidential Information of the other Party from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the licenses contained herein, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement. Notwithstanding anything to the contrary herein, nothing herein limits or restricts Snorkel AI’s right or ability to use data regarding the performance, availability, usage, integrity and security of Snorkel AI Materials.
    4. Customer Data.Any data submitted by Customer to Snorkel Flow for the purposes of modeling, training and development of machine learning applications using Snorkel Flow and the machine learning models, transformed copies, data labels resulting from the processing of such data by on Snorkel Flow and provided to Customer shall be deemed “Customer Data”. For clarity, Customer Data does not include algorithms, artifacts, models, objects, or software that are part of Snorkel Flow or used to generate any output from Snorkel Flow or otherwise delivered as part of Snorkel Flow. As between Snorkel AI and Customer, Customer Data is Customer’s Confidential Information and Customer retains all rights, title, and interest in and to the Customer Data. To the extent Customer is granted a right to access and use the Hosted Service hereunder: (a) Customer agrees that Snorkel AI may use Customer Data as necessary to make available the Hosted Service and perform its obligations hereunder; (b) Snorkel AI will delete and erase any Customer Data from Snorkel Flow within a commercially reasonable time following the Term, the termination of this Agreement or Customer’s request therefor; and (c) Customer acknowledges and agrees that Snorkel AI is under no obligation to keep, store, maintain, or make available to Customer any Customer Data that has been processed by Snorkel Flow. Customer agrees that Snorkel AI may use Customer Data as necessary to make available Snorkel Flow and perform its obligations hereunder. Customer agrees that Snorkel AI may use and exploit in any manner on a worldwide, irrevocable, perpetual, royalty-free basis, any aggregated non-personally identifiable information related to any usage of Snorkel Flow to operate and improve Snorkel AI’s products and services.
    5. Customer Data Restrictions and Obligations. Unless expressly set forth in an Order Form, the Parties do not intend for Customer to provide any Personally Identifiable Information (as defined under applicable privacy laws) in connection with Customer’s use of Snorkel Flow. To the extent the Parties agree that Customer will provide Personally Identifiable Information in connection with Snorkel Flow, the Parties will agree in good faith with respect to terms governing the processing of such Personally Identifiable Information unless otherwise set forth in an Order Form.
  2. Support; Snorkel Flow Performance.
    1. Support. Snorkel AI will provide Support and Maintenance during the term of each Order Form in accordance with Snorkel AI’s Support and Maintenance Terms located at https://snorkel.ai/terms/sm-terms/ as may be updated by Snorkel AI from time to time in its sole discretion.
    2. Service Levels. Snorkel AI will make the Hosted Service available to Customer in accordance with Snorkel AI’s Service Level Agreement located at https://snorkel.ai/terms/sla/ as may be updated by Snorkel AI from time to time in its sole discretion.
    3. On-Prem Warranty. If Snorkel Flow is to be deployed “On-Prem” pursuant to an Order Form, Snorkel AI represents and warrants that during the first ninety (90) days following the date Snorkel Flow is first deployed to a Customer Environment (the “Warranty Period”), Snorkel Flow will, in all material respects, conform to the Specifications. Snorkel AI’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for a breach of this warranty during the Warranty Period shall be that Snorkel AI shall be required to use commercially reasonable efforts to correct Snorkel Flow to conform in all material respects to the Specifications, and, if Snorkel AI is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, as Customer’s sole and exclusive remedy, Customer shall be entitled to terminate the Agreement upon written notice and receive a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term.
  1. No Warranties.EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SNORKEL AI MAKES NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF SNORKEL FLOW, THE HOSTED SERVICE, THE SNORKEL AI MATERIALS OR RESULTS OR DATA GENERATED THEREFROM OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING. CUSTOMER ACKNOWLEDGES THAT SNORKEL AI REGULARLY ERASES FROM ITS SYSTEMS, WITHOUT BACKUPS, CUSTOMER DATA FOR WHICH PROCESSING HAS BEEN COMPLETED. SNORKEL AI DOES NOT WARRANT THAT SNORKEL FLOW WILL BE ERROR-FREE OR THAT IT WILL WORK WITHOUT INTERRUPTION. CUSTOMER AGREES THAT SNORKEL AI WILL NOT BE RESPONSIBLE FOR ANY LOSS OF CUSTOMER DATA OR ANY FAILURE TO MAINTAIN, STORE, OR BACKUP ANY CUSTOMER DATA.
  2. Beta Products. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH SNORKEL AI WHERE CUSTOMER IS PERMITTED ACCESS BETA PRODUCTS, FEATURES OR DOCUMENTATION, WHICH INCLUDES SOFTWARE DEPLOYED TO A DEVELOPMENT ENVIRONMENT (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY SNORKEL AI. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, SNORKEL AI DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE BETA PRODUCTS. SNORKEL AI MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
    1. Indemnity by Snorkel AI. Snorkel AI will defend Customer against any claim, demand, suit, or proceeding (“Customer Claim”) made or brought against Customer by a third party alleging that the use of Snorkel Flow as permitted hereunder infringes or misappropriates a United States patent or trade secret and will indemnify Customer for any damages finally awarded against Customer in connection with any such Customer Claim (or any settlement approved by Snorkel AI); provided that: (a) Customer will promptly notify Snorkel AI of such Customer Claim; (b) Snorkel AI will have the sole and exclusive authority to defend and/or settle any such Customer Claim (provided that Snorkel AI may not settle any Customer Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability); and (c) Customer reasonably cooperates with Snorkel AI in connection therewith. If the use of Snorkel Flow by Customer has become, or in Snorkel AI’s opinion is likely to become, the subject of any claim of infringement, Snorkel AI may at its option and expense: (i) procure for Customer the right to continue using and receiving Snorkel Flow as set forth hereunder; (ii) replace or modify Snorkel Flow to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. Snorkel AI will have no liability or obligation with respect to any Customer Claim to the extent such Customer Claim is caused by: (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Snorkel AI Materials by Customer not in accordance with the Agreement; (C) modification of the Snorkel AI Materials by any party other than Snorkel AI or a third party on Snorkel AI’s behalf; (D) Customer’s Confidential Information, including Customer Data; or (E) the combination, operation or use of the Snorkel AI Materials with other applications, portions of applications, product(s) or services, including the Customer Environment where Snorkel Flow would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Snorkel AI’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
    2. Indemnification by Customer. Customer will: (a) defend Snorkel AI against any Excluded Claim made or brought against Snorkel AI by a third party, and Customer will indemnify Snorkel AI for any damages finally awarded against Snorkel AI in connection with any such Excluded Claim (or any settlement approved by Customer); or (b) indemnify Snorkel AI for any liability, damage, or loss incurred by Snorkel AI as a result of any use of Snorkel AI Materials by any user permitted to access and use the Snorkel AI Materials by Customer; provided that: (i) Snorkel AI will promptly notify Customer of such Excluded Claim; (ii) Customer will have the sole and exclusive authority to defend and/or settle any such Excluded Claim (provided that Customer may not settle any Excluded Claim without Snorkel AI’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Snorkel AI of all liability); and (iii) Snorkel AI reasonably cooperates with Customer in connection therewith.
  4. Limitation of Liability.EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2 OR A PARTY’S BREACH OF THE CONFIDENTIALITY RESTRICTIONS HEREUNDER, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE AGREEMENT IN THE PAST 12 MONTHS.
  5. Term and Termination.The Agreement will commence on the effective date of the Order Form and continue for the Term unless otherwise terminated as set forth herein or in the Order Form. Snorkel AI may terminate the Agreement upon written notice in the event Customer commits any material breach of the Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach. Upon termination of the Agreement: (a) all licenses and other rights and obligations will immediately terminate except that Sections 4 through 9 will survive indefinitely; and (b) Customer will, barring a separate definitive customer agreement with respect to Snorkel Flow, immediately (i) cease all use of the Snorkel AI Materials, (ii) promptly erase all copies of the Snorkel AI Materials in Customer’s possession, and (iii) certify in writing that it has complied with the foregoing (i) and (ii).
  6. Compliance with Laws.Customer warrants that its use of the Snorkel AI Materials will comply in all respects with all applicable laws in connection with the Agreement, including without limitation the U.S. Export Administration Regulations and sanctions regulations administered by the U.S. Treasury Department.
  7. Miscellaneous.The Agreement comprises the entire agreement between Customer and Snorkel AI with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). Notwithstanding the foregoing, in the event that Customer and Snorkel AI are parties to more than one Order Form referencing these Terms, each such Order Form together with these Terms shall be a separate agreement and the entering into of the Agreement will not supersede or terminate any such separate agreement unless explicitly contemplated by the Order Form. In the event of a conflict between the terms and conditions of this Order Form and the Terms, the Terms control unless, and solely to the extent, the conflicting terms in the Order Form expressly identifies the applicable provision of these Terms. Customer agrees that Snorkel AI may refer to Customer’s name and trademarks in Snorkel AI’s marketing materials and website. Subject to Customer’s written approval, the Parties agree to engage in certain co-marketing activities including a press release, case study and video interview. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations, other than any obligations to make payments hereunder, due to causes beyond its reasonable control, including earthquake, flood, pandemic, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree. Snorkel AI Materials shall constitute “commercial” computer software. Government technical data and software rights related to the Snorkel AI Materials include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Customer-Side Application) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Customer-Side Application or Computer Customer-Side Application Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Snorkel AI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Customer shall not assign, sublicense, or otherwise transfer, by agreement or operation of law, the rights or licenses granted to it hereunder without the prior written consent of Snorkel AI, which consent shall not unreasonably be withheld, and all assignments in violation of this prohibition shall be null and void. The Agreement is the entire agreement between the Parties relating to the subject matter hereof and may only be modified in a writing signed by both Parties. The Agreement shall be governed by the laws of the State of California without reference to conflicts of law principles. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. In any dispute arising out of the Agreement, Snorkel AI and Customer each consent to the jurisdiction of both the state and federal courts of Santa Clara County, California and agree to bring any actions arising out of the Agreement in such courts. If any provision or clause of the Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect. Nothing contained herein shall be construed so as to create a joint venture, partnership, or agency between the Parties. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Parties must be sent to the respective address set forth in the in the Order Form, or such other address designated pursuant to this Section.