October 7, 2021

Snyk Channel Partner Customer Terms

The entity on behalf of whom these Snyk Channel Partner Customer Terms are accepted (“Licensee,”) is acquiring a subscription to the Services (as defined below), from a third party directly or indirectly authorized by Snyk under a separate agreement with Snyk (“Channel Partner Agreement”) to sell such subscriptions (“Channel Partner”). These Snyk Channel Partner Customer Terms (“this Agreement”) govern the Licensee’s access to and use of the Services. 

Capitalized terms have the definitions set forth herein. If the Licensee registers for a free trial, evaluation or free Services, the applicable provisions of this Agreement also govern Licensee’s access to such Services. If the Licensee is based in the United States, “Snyk” shall mean Snyk, Inc., having a place of business at 100 Summer Street, Boston, MA 02110, USA. If the Licensee is based outside of the United States, “Snyk” shall mean Snyk Limited, having its registered place of business at Highlands House, Basingstoke Road, Spencers Wood, Reading, Berkshire RG7 1NT United Kingdom.

By agreeing to an order document with a Channel Partner referencing this Agreement, or by using or authorizing Licensee’s Users (as defined below) to use the Services, the Licensee agrees to the terms of this Agreement.  

In acquiring a subscription to the Service, the Licensee expressly acknowledges and agrees that Snyk shall have the right to enforce this Agreement against the Licensee. This Agreement constitutes the entire agreement and supersedes any and all prior agreements between the Licensee and Snyk with regard to the Licensee’s subscription to the Services or its access to or use thereof under this Agreement and the Licensee’s agreement between the Licensee and the Channel Partner. The Channel Partner is not authorized to modify this Agreement or make any promises or commitments on Snyk’s behalf, and Snyk shall not be bound by any obligations to you other than as set forth in this Agreement.

Direct competitors of Snyk are prohibited from accessing or using the Services and the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. 

We may amend these terms from time to time – see clause 16 below. The following additional terms also apply to your use of the Services, and are incorporated by reference:

  • Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Services, including any material and data transmitted using the Services.

  • Our Data Processing Addendum, which describes how we will process any personal data.

1. DEFINITIONS

In addition to the terms defined herein, the following terms shall be defined as follows: 

TERM

DEFINITION

Additional Terms

any additional terms or special conditions which are applicable to any Option, as may be set out in schedules or appendices to this Agreement or referenced in an Order Form;

Affiliate

any entity that controls, is controlled by or is under common control with a party. For the purposes of this definition, “control” shall mean at least fifty percent (50%) of the capital, assets, voting stock, profits, interests, or similar participation rights are owned or controlled, directly or indirectly, by an entity under this definition;

Beta Services

a product, service or functionality that may be made available to you to try at your option at no additional charge which is clearly designated as beta, pilot, early access, evaluation or similar;

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Confidential Information

all non-public information (however recorded or preserved) disclosed by a party to the other party after the date of this Agreement, including but not limited to any information that would be regarded as confidential by a reasonable business person.  Snyk Confidential Information includes, but is not limited to, Services, Software, Documentation and information regarding products, roadmaps and pricing;

Contributing Developer

means, for the purposes of the Subscription Allocation, an employee, agent or independent contractor who contributes, or has contributed, to the Protected Asset, including modification, programming and testing;

Documentation

the documents made available by Snyk online via https://snyk.io/docs or such other web address notified by Snyk from time to time which sets out a description of the Services and the user instructions for the Services;

Intellectual Property Rights

patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights;

Issue

a vulnerability, security misconfiguration or other issue identified by the Services as potentially negatively affecting the security, integrity or functioning of any Protected Asset; 

Open Source License 

the terms or conditions under which an item of Open Source Software is licensed;

Open Source Software 

means software with either freely obtainable source code, license for modification, or permission for free distribution, including any code which is licensed under any form of open source license meeting the Open Source Initiative's Open Source Definition;

Option

any optional product, service, software, feature or functionality which Snyk makes available to you pursuant to the Order Form, subject to the agreement of Additional Terms;

Order Form

an ordering document or online order specifying the Services to be provided under this Agreement that is entered into between Snyk and Channel Partner in respect of the Licensee’s subscription to the Services;

Personal Data

any information relating to an identified or identifiable natural person; 

Platform

the Snyk platform made available by Snyk via https://snyk.io or another designated URL;

Protected Asset

any code, configuration file, container image or other item relating to your software projects, in all cases in respect of which you use the Services during the term of this Agreement;

Remediation

a fix suggested or - at your option - implemented by the Services in respect of an Issue, including a patch, recommended version upgrade, or security setting reconfiguration;

Service Data

information and data made available by Snyk to you in connection with the Services;

Services

the services and access to Software provided by Snyk to you under this Agreement as more particularly may be described in the Order Form and the Documentation;

Software

the software applications to which access is provided by Snyk as part of the provision of Services;

Subscription Allocation

the limits on the use of the Services comprised in your subscription, as may be set out in an Order Form, including any limit on the number of Contributing Developers to the Protected Asset;

Subscription Fee

the fee for the Subscription Allocation, as set out in the order or agreement between you and the Channel Partner;

Term

is as defined in clause 2;

Users

those of your employees, agents and independent contractors who are authorized by you to access and use the Services, Service Data and the Documentation;

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices;

Your Data

the data inputted by you, Users, or Snyk on your behalf for the purpose of using the Services or facilitating your use of the Services.

2. PROVISION OF SERVICES

  1. Subject to your compliance with the terms and conditions set forth herein, we hereby grant to you a non-exclusive, non-transferable, revocable right to permit the Users to use the Services, Service Data and the Documentation during the Term solely for your internal business operations, in respect of the Protected Asset developed or used by you.

  2. This Agreement shall remain in effect for the term of your subscription as stated on the Order Form (“the Term”). 

  3. This Agreement will apply to any new services, feature, or functionality which we may introduce from time to time, except to the extent that they are Options which shall be subject to the Additional Terms which you will be required to agree and additional Subscription Fees which you will be required to pay before being permitted to use the Options. 

3. YOUR ORDER AND SUBSCRIPTION ALLOCATION

The Order Form sets out the number of Contributing Developer subscriptions that you have agreed to purchase (“Contributing Developer Subscriptions”). You shall provide login credentials to Users to access the Services and you shall ensure that the maximum number of Contributing Developers shall not exceed the Subscription Allocation that you have purchased. You may purchase additional Subscription Allocations by notifying us and paying us (or, if so directed by Snyk in writing, the Channel Partner) the additional fees. We may track the number of Contributing Developers to verify that you are paying for the correct number of subscriptions. If you use the Services in excess of your Subscription Allocation you shall pay to Snyk (or, if so directed in writing by Snyk, the Channel Partner) an amount equal to the excess. The Licensee’s Subscription Allocation will be as stated in the Order Form, and the Channel Partner (not Snyk) is responsible for ensuring that the Order Form accurately reflects the Licensee’s order placed for the Services with the Channel Partner.

4. PAYMENT

  1. The Subscription Fees are payable by you to the Channel Partner in accordance with this Agreement and the order for the Services agreed between you and the Channel Partner. 

  2. If payment of the Subscription Fees has not been received by the Channel Partner by the due date, the Channel Partner shall notify Licensee of the default and without prejudice to any other rights and remedies of Snyk, Snyk may, without liability, disable the Licensee’s password, account, and access to all or part of the Services if payment is not made within ten (10) days of notice of default, and Snyk shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

5. YOUR USE OF THE SERVICES

  1. You shall prevent unauthorized access or use of the Services, Service Data, Documentation, and in the event of a breach, you will notify us immediately.  You are responsible for any use of our Services with your account details, which includes all User passwords issued to your organization for each User, and for protecting your account details from unauthorized use. You are also responsible for the security of any computer from which you sign into your account. You shall ensure that each User shall keep his or her account credentials confidential. You will maintain a written, up to date list of current Contributing Developers and Users at all times, and upon our request, you shall either produce such list or the results of source control logs to us within 5 Business Days. You agree to ensure that the User’s use of the Services, Service Data, Platform and Documentation are in compliance with the terms and conditions of this Agreement and in compliance with all applicable laws, rules and regulations governing this Agreement and you are responsible for any User’s breach of this Agreement.  

  2. You shall not knowingly access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services, the Platform, Service Data or Documentation that infringes any Intellectual Property Right of any other person and/or advocates, promotes or assists any unlawful act or illegal activity, and Snyk reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

  3. You may not, except to the extent expressly permitted under this Agreement, (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Service Data, Platform or the Documentation in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (iii) use the Services, Service Data, Platform or the Documentation to provide services to third parties; or (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Service Data, Platform or the Documentation available to any third party except the Users; or (v) access all or any part of the Services in order to build a product or service which competes with the Services; or (vi) access without authority, interfere with, manipulate, damage or disrupt all or any part of the Services or any equipment or network owned or used by any third party, or assist any third party in doing such acts.

  4. To the extent that the Software is distributed to you and comprises Open Source Software, the terms and conditions governing the use of such Open Source Software are as set out in the Open Source Licenses of the copyright owner and not this Agreement. To the extent that there is a conflict between the terms of this Agreement and the terms of the Open Source Licenses governing your use of the Open Source Software, the terms of the license grant of the applicable Open Source Licenses will take precedence over this Agreement, including over any restrictions in this Agreement regarding, without limitation, access to source code, modification or reverse engineering.  Without limitation, in respect of any library comprised in the Software licensed under the GNU Lesser General Public License (“Linked Library”), nothing in this Agreement shall restrict you doing any of the following: (i) recombining or relinking the remainder of the Software with a modified version of the Linked Library; (ii) modifying the portions of the Linked Library as combined with the remainder of the Software; or (iii) reverse engineering for debugging such modifications.

  5. You agree to ensure that the Users’ use of the Services, Service Data, Platform and Documentation are in compliance with the terms and conditions of this Agreement and in compliance with all applicable laws, rules and regulations governing this Agreement and you are responsible for any User’s breach of this Agreement.  

6. YOUR DATA AND PRIVACY

We acknowledge that between you and Snyk, you own all right, title and interest in and to Your Data to the extent that it is not Open Source Software and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.

To the extent that Snyk processes Personal Data on your behalf when performing its obligations under this Agreement (such as customer support services), the Data Processing Addendum and Privacy Policy (links above) shall apply. 

7. OUR RESPONSIBILITIES TO YOU

  1. Snyk undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.  However, we will have no obligations to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by you or any of your contractors and/or agents. If the Services do not conform with the foregoing undertaking, your sole remedy and our only obligation to you, is that we will (at our expense), use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. 

  2. Any operation or transaction completed via any third party website is between you and the relevant third party, and not Snyk. Snyk recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third party application or service. Our provision of features enabling interoperation with any third party application or service does not constitute endorsement or approval of it.

  3. Notwithstanding the foregoing, you acknowledge and agree that:

    1. the Services will evolve over time and that functionality may be added and removed from time to time;

    2. Snyk does not warrant that use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained through the Services will meet your requirements; and

    3. Snyk is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  4. We have no obligation to modify Software to support your use of the Services and you acknowledge that the accuracy and completeness of the Services is dependent on a number of factors outside our control, including design, implementation, and use of the Protected Asset, erroneous dependency or Issue data, and changes to the environment in which the Protected Asset is used. 

  5. While we use commercially reasonable efforts to properly identify dependencies and Issues for review, you acknowledge that we do not warrant that:

    1. the Services will be able to find and monitor all Issues in all code, configuration or dependencies (including open source dependencies) included in, applicable to or used by the Protected Asset or your applications containing it; 

    2. whilst Snyk endeavors to keep up to date and build on its vulnerability and license database, the Services (including any Remediation) do not constitute professional advice (including legal advice) in relation to the Protected Asset and we do not guarantee it is a complete source of all Issues, nor that it is relevant or suited to the Protected Asset or your software projects generally; and

    3. we will be able to provide a Remediation for all Issues discovered using the Services.

  6. You also agree that: 

    1. you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;

    2. a recommended Remediation will not break the functionality of your code or will not result in the introduction of new Issues. You acknowledge that it is your responsibility to assess the impact of the Remediation before applying it; and

    3. that Remediations are provided for general information only, and have not been made with your particular requirements in mind. It is therefore not intended to amount to advice on which you should solely rely. We will not be liable to you for any ‘false positives’ incorrectly identified by the Service as requiring consideration of a Remediation or for any damage or loss suffered as a result of a Remediation deployed.

  7. From time to time, Snyk may make Beta Services available at no charge. Beta Services are made available “AS IS” and Snyk shall have no liability for any harm or damage arising out of or in connection with the Beta Services. You may choose to try such Beta Services at your sole discretion. Snyk may discontinue Beta Services at any time in its sole discretion and may never make them generally available. 

8. INTELLECTUAL PROPERTY RIGHTS

  1. Snyk claims no Intellectual Property Rights in and to your applications and software, Protected Asset or any material you provide or otherwise transmit to Snyk via the Platform. 

  2. You acknowledge that Snyk and/or its licensors owns all Intellectual Property Rights in the Services, Service Data, Software, Platform and the Documentation and except as expressly stated herein, Snyk does not grant to you any rights to, or in, such Intellectual Property Rights ​​or in, any Intellectual Property Rights or any other rights or licenses in respect of the Service Data, Software, Platform or the Documentation.  If you create any derivative works or developments based on Snyk Intellectual Property Rights, you agree to assign to Snyk all ownership rights and title to such developments.

9. PROTECTED ASSET REVIEW

  1. You acknowledge and agree that our provision of the Services to you includes Snyk inspecting, using, sending to Snyk servers, displaying and storing: (i) the Protected Asset; (ii) information relating to the Protected Asset (such as the project name, security settings and metadata), information relating to the dependencies (including open source and proprietary as available to the Platform) being used and how they are referenced by the Protected Asset, Snyk-related files and environmental information and the license information applicable to the Protected Asset (together, “Project Information”); (iii) Project Information for each of the Protected Asset’s dependencies (“Dependency Information”); and (iv) Your Data, in all cases for the purposes of providing the Services.

  2. We shall ensure that the extent to which the Protected Asset is inspected, used, and sent to and stored on Snyk servers as part of any feature or function of the Services does not exceed that specified in the Documentation in respect of that feature or function as used or configured by a User.

  3. We shall ensure that the extent to which Project Information is inspected, used, and sent to and stored on Snyk servers as part of any feature or function of the Services does not exceed that specified in the Documentation in respect of that feature or function as used or configured by a User.

10. USAGE AND PROJECT DATA ANALYSIS

We may use the Project Information, the Dependency Information and Your Data for analytical purposes (for example, so we can see what stage the project was in when it was deleted) to improve the Services. Statistical output of the analytics shall be aggregated and anonymized. To the extent such information is not anonymized or aggregated, we shall cease such use within 7 days following receipt of a notice from you (via email at support@snyk.io) expressly asking Snyk to delete such data from its database. For the avoidance of doubt, in the absence of such a notice such use by us shall continue indefinitely and will not end upon termination of this Agreement or where you delete the relevant project on the project page of the Platform.

11. CONFIDENTIALITY

  1. We each may be given access to Confidential Information from the other party in order to perform our respective obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. Details of the Services, the Service Data, the Documentation, and the results of any performance tests of the Services, constitutes Snyk’s Confidential Information.

  2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

  3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

  4. The obligations of confidentiality and non-use in this Section shall survive termination of this Agreement.

  5. You grant us the right to add your name and corporate logo to our website, solely for the purposes of identifying you as a customer of Snyk. You can opt-out of this by emailing us at legal@snyk.io. 

12. INDEMNIFICATION

  1. You will defend, indemnify and hold harmless Snyk against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services, the Platform, Service Data and/or Documentation other than in accordance with this Agreement.

  2. Snyk will defend you against any third party claim that the Services, Service Data or Documentation infringes such third party’s Intellectual Property Rights effective as of the effective date of this Agreement, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims.

  3. The indemnification obligations above are predicated on the indemnified party providing the indemnifying party with (i) prompt notice of the claim; (ii) reasonable co-operation (at the indemnifying party’s expense) in the defense and settlement of such claim; and (iii) sole authority to defend and settle the claim​​, provided that any settlement does not require the indemnified party to admit liability or incur any expenses.  

  4. In the defense or settlement of any claim, we may procure the right for you to continue using the Services, Service Data and/or the Documentation, replace or modify them so that they become non-infringing or, if in our reasonable opinion, such remedies are not reasonably available, terminate this Agreement on two (2) Business Days' notice and refund the prepaid, but unused Subscription Fees as of the date of termination.

  5. We will not indemnify you if the alleged infringement claim is based on: (i) a modification of the Services, Service Data or Documentation without Snyk’s authorization;  (ii) your use of the Services, Service Data or Documentation in a manner contrary to the Documentation; (iii) your continued use of the Services, Service Data or Documentation after notice of the alleged or actual infringement from Snyk or any appropriate authority; or (iv) the use of any Open Source Software. 

  6. The foregoing are your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of third party Intellectual Property Rights.

13. LIMITATION OF LIABILITY

  1. Nothing in this Agreement excludes the liability of either party:

    1. for death or personal injury caused by the negligence of the other party; or

    2. for fraud or fraudulent misrepresentation; or

    3. any liability that cannot be excluded or limited by law. 

  2. Neither party shall be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

  3. The total aggregate liability of either party arising in connection with the performance or contemplated performance of this Agreement (including under any indemnity) shall be limited to the total Subscription Fees paid or payable by you to Channel Partner with respect to the Licensee’s subscription to the Services in the 12 months preceding the events giving rise to the claim.

  4. You assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. Snyk will not be liable for our failure to find, fix and monitor Issues, any ‘false positives’ incorrectly identified by the Services as requiring consideration of a Remediation; or for any damage or loss suffered as a result of a recommended Remediation deployed.  Nor shall Snyk have any responsibility for any damage caused by errors or omissions in any content or omissions in any information, instructions, or scripts provided by you in connection with the Services or any action taken by us at your direction.

  5. All other warranties, conditions, representations or other terms implied by statute or common law in relation to the Services, Documentation, Service Data, and Platform are excluded to the fullest extent permitted by law.

  6. The provisions of this Agreement fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing reflects this allocation of risk and the limitation of liability specified herein, and that Snyk would not enter into this Agreement without such allocation and limitation.

14. TERMINATION

  1. Snyk may suspend Licensee’s access to or use of the Services or terminate this Agreement with immediate effect by giving written notice to the Licensee in the event that: (i) Snyk is notified by Channel Partner of Licensee’s failure to pay amounts due to Channel Partner with respect to Licensee’s subscription to Services; or (ii) Channel Partner fails to pay any amounts due to Snyk pursuant to the Order Form with respect to the Licensee’s subscription to the Services, and the Licensee acknowledges and agrees that Snyk shall have no liability to the Licensee of any kind with respect to any such suspension or termination. The Licensee’s sole recourse with respect to any such suspension or termination shall be against Channel Partner.

  2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if (i) the other party commits a material breach which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or (ii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or (iii) becomes insolvent or an order or an application is made or a resolution passed for its administration, winding-up or dissolution or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any of its assets or the other enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to the foregoing occurs in any applicable jurisdiction; or (iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

  3. On termination or expiry of this Agreement for any reason: (i)  the rights granted under clause 2 shall immediately terminate; (ii) subject to clause 10 (Usage and Project Data Analysis) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party, except that you may continue to use (in accordance with the restrictions on use set out in this Agreement) Service Data already provided to you prior to termination or expiry of this Agreement. For the avoidance of doubt, any such continued use of the Service Data shall be entirely at the risk of the Licensee and the obligations of Snyk under clause 7 (Our Responsibilities To You) and clause 12 (Indemnification) shall not apply; (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and (iv) you shall immediately uninstall, delete or remove from all computer equipment in your possession or control, and destroy or return to Snyk all copies of, any software used in the provision of the Services. This shall not apply to any Open Source Software, provided that you acknowledge that use of such Open Source Software does not entitle the Licensee to continue using the Services after termination or expiry of this Agreement.

  4. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

  5. In the event that, having initially placed with a Channel Partner an order for a subscription to the Services pursuant to this Agreement, Licensee subsequently agrees an order for the Services direct with Snyk (including for the purposes of renewing or continuing access to the Services initially the subject of an Order Form), the Licensee’s rights to access and use the Services under such direct order with Snyk shall be subject to Snyk’s then-current Pro Terms of Service available at https://snyk.io/policies/snyk-pro-terms-of-service/ (or such other address as Snyk may notify to the Licensee) and the Licensee consents to the application of such terms and conditions, including without limitation, their provisions regarding invoicing and payment.

15. FORCE MAJEURE

Snyk shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Snyk or any other party), epidemic, pandemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

16. MODIFICATION

Snyk may, in its sole discretion, amend this Agreement (but not, for the avoidance of doubt, the Term, the Subscription Fees or other details of your subscription) at any time. Snyk will provide at least 28 days advance notice of any amendment by posting the updated Agreement on the Platform and/or sending you notice by email. Any revisions to this Agreement will take effect on the date specified in the notice. If you do not agree with any amendment, you must notify us of this in writing within 28 days after we send notice of the amendment. If you give us this notice, then the terms of this Agreement prior to amendment shall continue to apply, provided that, if you give us this notice and we can no longer reasonably provide the Services under the terms prior to amendment (for example, if an amendment is required by law), then this Agreement will terminate upon our notice to you and we will promptly refund any prepaid but unused Subscription Fees as of termination. 

17. WAIVER  

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

18. SEVERANCE

If any provision of this Agreement, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

19. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties with respect to the Services, and there are no other promises or conditions in any other agreements, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties with respect to those Services specified in each Order Form. The parties agree that any term or condition stated in a purchase order provided by you or in any other order documentation provided by you is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Order Form, (b) this Agreement, and (c) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In the event any provision of this Agreement is deemed to conflict with a provision of an Order Form or other agreement between you and the Channel Partner with respect to Services or other subject matter of this Agreement, the applicable provision of this Agreement shall prevail as between the Licensee and Snyk.

20. ASSIGNMENT

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the other’s prior written consent.   Notwithstanding the foregoing, no consent is required for either party to assign its rights and obligations under this Agreement to an Affiliate or to a successor in interest through merger, reorganization, consolidation, or acquisition, provided that the assigning party provides notice of the assignment to the other party.  Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Under the terms of the Channel Partner Agreement, the Licensee’s order for the Services placed with the Channel Partner may be assigned by the Channel Partner to Snyk. The Licensee agrees that if its order with Channel Partner is assigned to Snyk, the Licensee’s continued rights to access and use the Services shall be subject to Snyk’s then-current Pro Terms of Service available at https://snyk.io/policies/snyk-pro-terms-of-service/ (or such other address as Snyk may notify to the Licensee) and the Licensee consents to the application of such terms and conditions, including without limitation, their provisions regarding invoicing and payment.

21. NO PARTNERSHIP OR AGENCY

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. 

22. THIRD PARTY BENEFICIARIES

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. LEGAL NOTICES

To contact us for technical issues, please email support@snyk.io.  For legal notices, please contact legal@snyk.io.  A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

24. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) involving Snyk, Inc. shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts and involving Snyk Limited shall be governed by and construed in accordance with the laws of the United Kingdom. Where Snyk, Inc. is the Snyk contracting entity, each party irrevocably agrees that the courts located in Boston, Massachusetts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).  Where Snyk Limited is the contracting entity, the jurisdiction shall be the courts located in London, England.

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Snyk is a developer security platform. Integrating directly into development tools, workflows, and automation pipelines, Snyk makes it easy for teams to find, prioritize, and fix security vulnerabilities in code, dependencies, containers, and infrastructure as code. Supported by industry-leading application and security intelligence, Snyk puts security expertise in any developer’s toolkit.

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