neld — Terms of Service

This Agreement takes effect on the date the Service is officially launched.

This Agreement governs your access to and use of the Service, which are provided by SNOW Corporation ("SNOW").

By signing up for or using the Service, you agree to the terms of this Agreement and to the Privacy Policy. If you do not agree to these terms, you may not use the Service. If you are using the Service on behalf of an entity, you represent that you have the authority to bind that entity to this Agreement.

This Agreement applies to users of the free plan ("Free") and the paid plans ("Pro"). For enterprise customers, the use of the Service shall be subject to a separate enterprise agreement entered into with SNOW (the "Enterprise Agreement").

1. Definitions

Capitalized terms shall have the meaning set forth in this Section 1 or as defined in the body of this Agreement.

  • "Agreement" means this terms of service, including any attachments, addenda, exhibits, and policies incorporated herein, as may be updated from time to time.
  • "Canvas" means the top-level workspace unit within the Service on which a Customer composes a creative workflow by placing nodes and connecting them with wires (which may comprise one or more pages).
  • "Customer" means the individual or entity that accesses or uses the Service as the end user, including any entity on whose behalf such individual is acting.
  • "Generated Output" has the meaning ascribed to it in Section 3.2.
  • "User Content" means any content, materials, data, prompts, instructions, files, media, information and other content uploaded, submitted, created, stored, shared or otherwise made available by the Customer through the Service.
  • "Documentation" means any user guides, technical documentation, specifications, online help materials, and other materials (whether in printed or digital form) made available by SNOW relating to the Services, as updated from time to time.
  • "Service" means the node-based AI workflow creation tool and ancillary services provided by SNOW through neld.ai and related domains enabling users to collaboratively build creative workflows on a web Canvas, as updated or modified from time to time.

2. Provision of Services

Subject to the terms of this Agreement, SNOW will make the Service available to Customer and hereby grants Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Service and Documentation during the term of this Agreement. SNOW may set reasonable usage limits (including the number of pages per Canvas) for the stable provision of the Service. The Service is offered under Free and Pro plans. The features, credits, usage limits, and other plan-specific conditions applicable to each plan shall be determined by SNOW from time to time and may be notified through the Service or by other means designated by SNOW.

2.1 Customer Responsibilities

Customer shall:

  • (a) be responsible for (I) all use of the Service under its account and (II) the accuracy, quality, integrity, and legality of User Content;
  • (b) use reasonable efforts to (Y) prevent unauthorized access to or use of the Service through its account and (Z) maintain the security and confidentiality of its account credentials and take reasonable measures to prevent unauthorized access to or use of the Customer's account;
  • (c) promptly notify SNOW of any unauthorized access to or use of the Service in breach of this Agreement (and Customer hereby authorizes SNOW to suspend or disable any such compromised accounts or unauthorized users);
  • (d) maintain appropriate backups of any data used in connection with the Service; and
  • (e) be responsible for obtaining and maintaining any equipment, software, and ancillary services necessary to access and use the Service.

With Customer's prior consent, SNOW may access Customer accounts solely for purposes of debugging, troubleshooting or maintaining the Service.

2.2 Changes

(a) Subscription Service. SNOW may modify, update, suspend or discontinue all or any part of the Service where reasonably necessary for the operation, maintenance, security, improvement or development of the Service. If SNOW discontinues a paid Service or paid feature, SNOW may provide a substantially similar replacement service, a prorated refund of prepaid unused fees, or such other remedy as SNOW reasonably determines to be appropriate.

(b) Amendments. SNOW may amend this Agreement from time to time to the extent permitted by applicable regulation or law. SNOW may also update Documentation from time to time to reflect changes to the Service. Any amendments to this Agreement will be notified through the Service or the Service interface at least seven (7) days before their effective date. If an amendment materially and adversely affects Customers, SNOW shall provide at least thirty (30) days' prior notice.

(c) Continued Use. Your continued access to or use of the Service after the effective date of any amendment to this Agreement constitutes your acceptance of the amended Agreement. If you do not agree to the amended Agreement, you must stop using the Service and, if applicable, cancel your subscription and terminate your account in accordance with this Agreement.

3. Third-Party Resources and External AI Models

3.1 Third-Party Vendors

(a) External AI Models. The Service is provided in connection with certain third-party services, infrastructure, and external AI models, including: (i) external AI model providers, through whose models the Service's image, video, voice, music, sound-effect generation and assistant features are made available; (ii) payment processing providers which process payments, billing, taxes and refunds for paid Service; and (iii) other third-party service providers necessary for the operation of the Service, including providers of data storage, hosting, real-time collaboration, media processing and related infrastructure services. SNOW may add, modify, replace, suspend or discontinue any such third-party services, providers or AI models at any time in its discretion.

(b) The Customer acknowledges and agrees that such third-party services and external AI models are not operated or controlled by SNOW and that SNOW makes no representation or warranty regarding the availability, accuracy, reliability, legality, security, performance, quality, non-infringement or fitness for a particular purpose of any third-party services, external AI models, or any outputs generated therefrom.

3.2 Generated Output

The Service may enable the Customer to generate content, including text, images, video, audio, music and other materials through external AI models and third-party services ("Generated Output"). The Customer acknowledges and agrees that:

  • (a) Generated Output is generated automatically by artificial intelligence systems and may be inaccurate, incomplete, misleading, offensive or otherwise unsuitable for the Customer's intended purpose;
  • (b) Generated Output may not be unique and may be identical or similar to content generated for other users;
  • (c) SNOW makes no representation or warranty regarding the accuracy, reliability, legality, originality, copyrightability, non-infringement, ownership or suitability of any Generated Output;
  • (d) the Customer is solely responsible for reviewing, evaluating and determining whether any Generated Output is appropriate for use and for complying with applicable laws and third-party rights in connection with such use; and
  • (e) the Customer is solely responsible for its access to, use of and reliance upon any Generated Output.

3.3 Customer Responsibility

Customer shall not access or use the Service to clone, synthesize, imitate, impersonate or otherwise replicate the voice, likeness, identity or other identifying characteristics of any person without all necessary rights, permissions and consents. Certain models, features or Generated Output may be subject to additional terms, policies, restrictions, attribution requirements, licensing conditions or usage limitations imposed by the applicable third-party provider, and Customer is solely responsible for complying with such requirements.

4. Account Registration and Management

To access or use the Service, Customer must register and maintain an account. You must provide accurate, complete and current information when registering an account and keep such information up to date at all times. You acknowledge and agree that your account is personal to you and that you are solely responsible for maintaining the confidentiality and security of your account credentials and other authentication means. You are responsible for all activities conducted through your account, whether or not authorized by you. You must promptly notify SNOW if you become aware of any unauthorized access to, use of, or other security incident involving your account. SNOW shall not be liable for any loss or damage arising from your failure to safeguard your account credentials or comply with this Section.

For security and operational purposes, SNOW may implement and modify authentication, session management, access control and account security measures from time to time, including session validity periods, multi-factor authentication requirements and re-authentication procedures.

5. Eligibility

The Service is available to persons aged 14 or older. Persons under the age of 14 shall not be permitted to sign up for or use the Service. The AI generation features of the Service are only available to persons aged 18 or older. A minor who uses the Service must obtain the prior consent of their legal representative or guardian to this Agreement and SNOW may verify such consent where necessary. SNOW may restrict use of the Service by persons located in, or acting on behalf of persons in countries or regions subject to applicable sanctions.

6. Proprietary Rights and Confidentiality

6.1 SNOW's Ownership Rights

As between the parties, SNOW retains all right, title, and interest in all its trademarks, service marks, logos, and domain names, including those relating to the Service and neld name and branding ("SNOW Marks"), and in all patents, copyrights, trade secrets, and other intellectual property rights in and to the Service, any related and underlying technology and Documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback (as defined below) (collectively, "SNOW Technology"). Except for the express limited rights set forth in this Agreement, no right, title, or interest in or to any SNOW Technology or SNOW Marks is granted to Customer, and all rights not expressly granted are reserved by SNOW. Customer shall not, and shall not permit any third party to, copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code of the Service or any SNOW Technology.

6.2 Feedback

SNOW may use any suggestions or comments provided by Customer in connection with the Service ("Feedback") for enhancements, improvements, new features, additional functions, or other feedback for the purposes of providing and improving the Service and related development purposes.

6.3 User Content

The Customer acknowledges and agrees that:

  • (a) all rights, title and interest in and to any User Content shall remain vested in the Customer or the applicable rights holder, and nothing in this Agreement transfers ownership of any User Content to SNOW;
  • (b) the Customer grants SNOW and its affiliates, subprocessors and service providers a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, process, modify and otherwise use User Content to the extent reasonably necessary to provide, operate, maintain, protect, secure, support, improve and administer the Service and to perform SNOW's obligations under this Agreement;
  • (c) the Service may automatically save and store User Content as part of its functionality (without any separate save action), and certain transient collaboration information, including real-time cursor positions, participant presence information and similar temporary session data, may not be retained or recoverable;
  • (d) where the Customer shares a Canvas with other users, the Customer is solely responsible for managing applicable access permissions, and acknowledges that users granted access may view, edit, copy, duplicate, export, download, modify or otherwise use User Content within the scope of the permissions granted; and
  • (e) the Customer holds and shall maintain all rights, licenses, permissions, authority and consents necessary for any User Content it uploads, generates, stores, shares or otherwise makes available through the Service, and is solely responsible for ensuring that such User Content does not violate these terms, constitute a prohibited act under Section 7, infringe any third-party rights, or violate any applicable law.

6.4 Confidentiality

SNOW may disclose to Customer certain confidential or non-public information relating to the Service, including unreleased features, functionality, performance, technical information and security-related information ("Confidential Information"). Customer shall use such Confidential Information solely in connection with its use of the Service and shall not disclose such Confidential Information to any third party except as required by applicable law. If Customer is required by applicable law or legal process to disclose any Confidential Information, Customer shall, to the extent legally permitted, provide SNOW with prior notice and reasonably cooperate with SNOW's efforts to limit or oppose such disclosure.

6.5 Service Data

SNOW may collect and analyze technical and operational data relating to the provision, use and performance of the Service (such as system logs, usage metrics, and error or crash reports) ("Service Data") for the purpose of operating, maintaining, and improving the reliability and performance of the Service. SNOW may use such Service Data in aggregated and anonymized form, provided that no Customer or individual can be identified or re-identified, and no User Content are disclosed. As between the parties, SNOW owns all right, title and interest in Service Data.

7. Prohibited Acts

7.1 Prohibitions

The Customer must not engage in any of the following in connection with the Service:

  • (a) violating any applicable law, regulation, court order or this Agreement, or engaging in conduct contrary to public order and good morals;
  • (b) uploading, generating, storing, sharing or distributing any content that infringes or misappropriates any intellectual property rights, privacy rights, publicity rights, portrait rights, reputation rights or other rights of any person;
  • (c) generating, uploading, storing, sharing or distributing any unlawful, harmful, fraudulent, deceptive, defamatory, obscene, discriminatory, hateful, harassing, violent, terrorist or otherwise prohibited content, including child sexual abuse or exploitation material;
  • (d) collecting, processing, disclosing or otherwise using personal information without appropriate authority, consent or other lawful basis, or impersonating any person or entity;
  • (e) introducing any malware, viruses, worms, malicious code or other harmful materials into the Service, generating abnormal traffic, conducting denial-of-service or similar attacks, or otherwise interfering with or disrupting the operation or security of the Service or its infrastructure;
  • (f) accessing, using or attempting to access the Service through unauthorized means, circumventing any security, authentication, usage, credit, payment, subscription or technical restrictions implemented by SNOW;
  • (g) copying, scraping, harvesting, extracting, reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code, underlying models, algorithms or non-public components of the Service, except to the extent expressly permitted by applicable law;
  • (h) reselling, sublicensing, renting, leasing, timesharing, or otherwise commercially exploiting the Service;
  • (i) using the Service to develop, train, improve or benchmark any competing product, service, model or artificial intelligence system;
  • (j) generating or distributing misleading synthetic media, impersonation content, deepfakes or other AI-generated content in a manner that violates applicable law or infringes the rights of any person;
  • (k) engaging in any other conduct that SNOW reasonably determines may harm SNOW, the Service, other users, third parties or the integrity, security or operation of the Service; or
  • (l) accessing the Service through bots, crawlers, scrapers or other automated means except as expressly authorized by SNOW.

7.2 User Content Verification

SNOW is not obligated to monitor, review, verify, investigate or independently assess the ownership, validity, legality, accuracy or appropriateness of any User Content, Generated Output or other materials uploaded, generated, stored, transmitted or shared through the Service.

7.3 Content Removal

SNOW may remove, disable access to, restrict, refuse to display, or otherwise take action with respect to any User Content, Generated Output, account or activity where SNOW reasonably believes that such content or activity (a) violates this Agreement or any applicable policy, (b) infringes or misappropriates any third-party rights, (c) violates applicable law, or (d) may expose SNOW, its users or any third party to legal, regulatory, security or reputational risk. SNOW shall have no liability arising from the exercise of such rights.

8. Warranties and Disclaimers

8.1 SNOW Warranties

SNOW warrants that it will, consistent with prevailing industry standards, maintain the Service in a manner that minimizes errors, and that the Service will substantially conform to the Documentation. The foregoing warranties shall not apply to any errors or defects in the Service resulting, in whole or in part, from: (a) Customer's use of the Service in a manner not conforming to the terms herein; (b) User Content; or (c) Customer's use of any third party applications, portions of applications, products, or services.

8.2 Customer Warranties

Customer warrants that it has all necessary right, title, licenses, consents, permissions, waivers and releases to upload, use, store, make available and share User Content in connection with the Service, and that its User Content, and its use of the Service, will not violate any applicable laws or regulations or infringe, misappropriate or otherwise violate any third-party rights.

8.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND (B) SNOW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION, WILL BE FREE OF VULNERABILITIES, OR THAT ANY CONTENT, GENERATED OUTPUT, THIRD-PARTY SERVICES OR EXTERNAL AI MODELS WILL BE AVAILABLE, ACCURATE, RELIABLE, SECURE OR ERROR-FREE. THIRD-PARTY SERVICES AND EXTERNAL AI MODELS ARE PROVIDED BY THIRD PARTIES AND ARE NOT CONTROLLED BY SNOW, AND SNOW ASSUMES NO RESPONSIBILITY OR LIABILITY FOR, AND PROVIDES NO SUPPORT OR WARRANTY WITH RESPECT TO, SUCH THIRD-PARTY SERVICES OR EXTERNAL AI MODELS.

9. Indemnification

9.1 Indemnification by Customer

Customer shall defend, indemnify and hold harmless SNOW, its affiliates, and their respective officers, directors, employees, agents and representatives from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs and expenses (including reasonable attorneys' fees), to the extent arising out of or relating to: (a) any User Content or any Generated Output created, used, published, distributed or otherwise made available by or on behalf of Customer; (b) Customer's access to or use of the Service, any third-party services or any external AI models; (c) Customer's breach of this Agreement; (d) Customer's violation of applicable law or any third-party rights; or (e) any actual or alleged infringement, misappropriation or other violation of any intellectual property rights, privacy rights, publicity rights or other rights of any third party arising from the matters described in clauses (a) through (d). Customer shall pay all damages, liabilities, costs and expenses finally awarded against SNOW or agreed in any settlement approved by Customer in connection with such claim.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN SECTION 10.3 AND 10.4 BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, LOST PROFITS, LOST REVENUE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF DATA, IN EACH CASE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN SECTIONS 10.3 AND 10.4, NEITHER PARTY WILL BE LIABLE FOR ANY AMOUNTS THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 EXCEPT AS SET FORTH IN SECTION 10.4 BELOW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 DO NOT APPLY TO: (A) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) LIABILITY ARISING FROM PERSONAL INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY; OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10.4 WITH RESPECT TO FREE OR TRIAL USE OF THE SERVICE BY CUSTOMER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SNOW'S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED USD $100.

11. Term and Termination

11.1 Term

The term of this Agreement will commence on the date this Agreement is accepted by Customer and will continue until terminated in accordance with this Agreement. Customer's use of the Service, including any trial or free use, shall also be governed by this Agreement.

11.2 Renewal

Unless cancelled before the end of the then-current subscription period, paid subscriptions will automatically renew for successive subscription periods of the same duration. You authorize our payment processor, as merchant of record, to charge the applicable subscription fees, taxes and other amounts due using the designated payment method at each renewal. Subscription fees are charged at the rates in effect at the time of renewal unless otherwise notified by SNOW or required by applicable law.

11.3 Termination and Suspension

SNOW may suspend, restrict or terminate Customer's access to the Service, in whole or in part, if Customer violates this Agreement or applicable law, or uses the Service in a manner that causes or is likely to cause system disruption, unreasonably increases the operational costs of the Service, or involves the storage, transmission or distribution of unlawful content. In addition, SNOW may suspend or terminate Customer's account where SNOW reasonably determines that such action is necessary for the operation, security or integrity of the Service, including where abuse or unauthorized use is reasonably suspected or where Customer fails to pay any fees or other amounts due. Except where prohibited by applicable law or where immediate action is required, SNOW will use reasonable efforts to provide Customer with prior notice of any suspension or termination where reasonably practicable. Customer may terminate its account at any time through the account management functionality provided within the Service.

11.4 Effect of Termination

Upon termination of Customer's account, Customer's right to access and use the Service will immediately cease. Subject to applicable law and SNOW's Privacy Policy, User Content, account information and technical logs may be retained for up to thirty (30) days following termination of the Customer's account, after which they will be deleted in accordance with SNOW's data retention policies and applicable law.

11.5 Survival

Any provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall survive, including provisions relating to intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, payment obligations and dispute resolution.

11.6 Subscription Changes, Cancellation and Pricing

Paid subscriptions will automatically renew unless cancelled before the end of the then-current subscription period. Customer may cancel the automatic renewal of a paid subscription at any time through the account management functionality provided within the Service. Unless otherwise specified, cancellation will take effect at the end of the then-current subscription period, after which Customer may continue to use the Free plan, if available. If Customer fails to pay any applicable subscription fees, SNOW may suspend or terminate access to the applicable paid features. SNOW may modify subscription fees from time to time by providing prior notice in accordance with this Agreement, and any revised fees will apply prospectively.

12. Fees, Payment and Plans

12.1 Plans

SNOW offers Free, Pro and enterprise plans. The pricing, features, usage limits, Credits and other plan-specific conditions applicable to each plan shall be determined by SNOW from time to time and made available through the Service.

12.2 Pricing and Currency

Unless otherwise stated, prices displayed through the Service shall be in U.S. dollars (USD). The actual billing currency, exchange rate and final amount charged may vary based on your location, payment method and the payment processor's payment processing procedures.

12.3 Merchant of Record

Payment processing, billing, tax collection, invoicing and refunds for paid Service are handled by a third-party payment processor designated by SNOW, acting as the merchant of record (the "payment processor"). The specific payment processor will be identified at checkout and in related notices. Your payment method information is collected, processed and stored by the payment processor in accordance with its applicable terms and policies. SNOW does not directly collect or store complete payment card information. The payment processor or its affiliates may appear as the seller or merchant on your billing statement.

12.4 Enterprise Plans

The pricing, features, usage limits, Credits and other terms applicable to enterprise plans shall be governed by a separate Enterprise Agreement between SNOW and the applicable customer. To the extent of any conflict, inconsistency or overlap between this Agreement and the Enterprise Agreement, the Enterprise Agreement shall prevail, and this Agreement shall apply only to the extent not addressed by, and not inconsistent with, the Enterprise Agreement.

12.5 Credits

Certain features of the Service may require the use of credits, including free credits ("Free Credits"), subscription credits ("Subscription Credits") and top-up credits ("Top-up Credits") (collectively, the "Credits").

(a) Nature of Credits. Credits are a means of measuring and settling usage of certain features within the Service. Credits have no cash value, do not constitute property or legal tender, and are non-transferable and non-redeemable except as expressly required by applicable law or this Agreement.

(b) Types of Credits. Free Credits may be granted through sign-up bonuses, promotions, coupons, trials or similar programs. Subscription Credits may be granted periodically in connection with a paid subscription plan. Top-up Credits may be purchased separately on a one-time basis.

(c) Grant and Use of Credits. Credits shall be granted, used and consumed in accordance with the rules and policies specified by SNOW from time to time and made available through the Service.

(d) Expiration of Credits. Free Credits expire on the date specified by SNOW at the time of grant and do not carry over unless expressly stated otherwise. Subscription Credits expire upon the next scheduled grant of Subscription Credits, or at such other time specified by the applicable subscription plan, and unused Subscription Credits do not carry over. Top-up Credits expire five (5) years after the date of purchase, unless otherwise required by applicable law.

(e) Order of Deduction. Unless otherwise determined by SNOW, Credits shall be deducted in the order of their nearest expiration date.

(f) Credit Consumption. The number of Credits required for a particular feature, model, workflow, generation request or other functionality of the Service shall be determined by SNOW from time to time and made available through the Service.

(g) Credit Adjustments. SNOW may correct, adjust, cancel, reclaim or deduct Credits that were granted, credited or used as a result of technical error, fraud, abuse, payment reversal, violation of this Agreement or other legitimate operational reasons.

(h) Changes to Credit System. SNOW may modify the Credit system, Credit categories, Credit grant amounts, Credit consumption rates, expiration rules and related policies from time to time. Any such changes shall apply prospectively unless otherwise required by applicable law.

12.6 Refunds

Except as required by applicable law, subscription fees and Credits are non-refundable. If Customer cancels a paid subscription before the end of the applicable subscription period, Customer may continue to access the applicable paid features until the end of that subscription period, but no refund will be provided for any unused portion of the subscription period. Refunds, withdrawals, chargebacks and payment reversals will be processed by the payment processor in accordance with applicable law and its applicable policies and procedures.

12.7 Taxes

Unless otherwise expressly stated, fees for the Service are exclusive of any applicable taxes, duties, levies or similar governmental charges. Any taxes applicable to paid Service may be calculated, collected and remitted by the payment processor, as merchant of record, in accordance with applicable law.

13. Security and Data Protection

SNOW shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Service and User Content. In addition, SNOW shall protect Customer's personal information in accordance with applicable law, and the protection and use of personal information shall be governed by applicable law and the Privacy Policy for the Service. SNOW shall be permitted to use User Content only within the scope necessary to provide the Service.

14. General

14.1 Compliance with Laws

Each party will comply with all applicable laws, rules and regulations in connection with its performance under this Agreement.

14.2 Policies

All current policies and terms as of the effective date referenced in this Agreement shall be deemed incorporated into this Agreement and as applicable, executed by the parties. SNOW may update or modify the foregoing from time to time.

14.3 Export Compliance

Each party will comply with applicable export control and economic sanctions laws and regulations when providing or using the Service. Without limiting the foregoing, (i) each party warrants that neither it nor any party that wholly or partially owns a party is listed on or acting on behalf of and will not act on behalf of any E.U. or U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to an E.U. or U.S. government embargo or that has been designated by the E.U. or the U.S. government as a "terrorist supporting" country (an "Embargoed Jurisdiction" currently Afghanistan, Cuba, Crimea, Iran, North Korea, Syria and Venezuela), (ii) Customer will not (and will not permit any third parties to) access or use the Service from an Embargoed Jurisdiction or in violation of any E.U. or U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to SNOW or in the Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

14.4 Assignment

Customer may not assign or otherwise transfer this Agreement, in whole or in part, without SNOW's prior written consent. SNOW may assign or otherwise transfer this Agreement, in whole or in part, without Customer's consent, including to (i) a successor to all or substantially all of its assets or business, or (ii) an affiliate. Customer agrees that SNOW may perform its obligations through an affiliate. Any attempted assignment, delegation or transfer by Customer in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.

14.5 Subcontracting

SNOW may subcontract or delegate the performance of any part of the Service to its affiliates or third-party service providers.

14.6 Amendment and Waiver

Except as expressly stated herein, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless executed in writing by a duly authorized representative of each party. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of present or future enforcement of that or any other provision.

14.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

14.8 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the Republic of Korea. Any disputes arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the Seoul Central District Court as the court of first instance.

14.9 Notices

SNOW may give notices to Customer via the Service in-service notice, web portal/website posting or email to the email registered in Customer's account.

14.10 Entire Agreement

This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between SNOW and Customer with respect to the Service and supersedes all prior and contemporaneous agreements, proposals, representations, communications and understandings relating to its subject matter, whether written or oral. No representation, warranty or statement not expressly set forth in this Agreement shall be binding on either party.

14.11 Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic or similar outbreaks, labor disputes, civil disturbances, terrorism, war (whether or not declared), power-outages, network failures, cyber-attacks (including denial-of-service attacks), failures or delays of utilities or transportation, or changes in applicable law or governmental action.

14.12 Independent Parties

Nothing in this Agreement will be deemed to create any partnership, joint venture, agency, or employment relationship between the parties.

14.13 Language

These Terms are provided in Korean and English. In the event of any conflict, inconsistency or discrepancy in interpretation between the Korean version and the English version, the Korean version shall prevail.