General Terms & Conditions
Version dated October 16th, 2026
Welcome to Soda! Below we've outlined our general terms & conditions. Please review these carefully.
Introduction
The present general terms and conditions (the "General Terms and Conditions") apply to the contractual relationship (the "Agreement") between Soda Data NV, with registered office at 1000 Brussels, Rue Picard 7 and company number 0694.987.974, or, for customers residing within the United States of America or within Canada, Soda Data Inc., a Delaware Corporation with its place of business at 70 W. Madison St., Suite 5750, Chicago, IL 60602-4213 (together "Soda"), on the one hand, and you, on the other hand, as a business customer of Soda (the "Customer"), each a “Party” and together the "Parties", in relation to the data testing and observability software provided by Soda (the "Software") by means of: (i) the Soda proprietary platform (the "Platform"); and (ii) a proprietary library made available by Soda for download, installation and operation within Customer's infrastructure, including Soda Runner (being the application deployed within Customer's Kubernetes environment that connects to Customer's data sources, executes data quality checks, and communicates results to the Platform), data source connectors and any related components, working in conjunction with the Platform (the “Soda Library”). Customer has access to both the Platform and Soda Library, together the “Service”.
The Agreement can be made either in the form of a written contract made between the Parties (including through an "Order", being a written order form that references these General Terms and Conditions) or through an account (the "Account") created by Customer and accepted by Soda via the website and/or the application developed, operated and maintained by Soda through which the Service is offered (the "Website").
The acceptance of the General Terms and Conditions by Customer and its continuous compliance herewith is a necessary precondition to place any order, create an Account with Soda and/or make use of the Platform and Soda Library and a necessary condition for the performance of the Agreement by Soda.
By placing an order, creating an Account and/or making use of the Platform and/or Soda Library, Customer declares to have read the General Terms and Conditions and to accept them unconditionally in all their provisions.
Soda may modify these General Terms and Conditions from time to time in its reasonable discretion. Soda shall notify Customer of any modification that materially reduces Customer’s rights or materially increases its obligations under the Agreement. If Customer does not agree to the modification, it may terminate the Agreement by written notice within thirty (30) days after notification. Continued use of the Service after that period constitutes acceptance of the modification.
Changes to these General Terms and Conditions, the Account Page, Pricing Page or AI Terms that do not meet that materiality threshold, including minor editorial or administrative changes and corrections of errors, may be made without notice and do not trigger any contractual objection or termination right, notwithstanding any other change provision in the Agreement. Customer should review these documents regularly for updates.
Subject to the preceding paragraph, changes to the Account Page, Pricing Page or Fees are governed exclusively by Section ‘Fees and payment’.
The Service is reserved to business Customers. Consumers cannot be a Customer.
If Customer has procured the Service through a Soda-authorized distributor or reseller (“Reseller”), then Customer acknowledges and agrees that: (i) Soda may share information with the Reseller related to Customer’s use and consumption of the Service; (ii) the termination provisions below will also apply if Customer’s Reseller fails to pay the applicable fees to Soda; and (iii) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Soda or in any way concerning the Service and Soda cannot be held liable for any claims, losses, expenses or liabilities as a result thereof.
Accounts
The Platform is made available online and the Soda Library (including Soda Runner) is made available for download and installation by Customer. To use the Service, Customer must register and create an Account. During the Account creation process (or as specified in a separate order form or written agreement), Customer must select an account type ("Account Type") from those made available by Soda, which determines the applicable features, usage limits and fees for Customer's use of the Service. Upon successful registration, Customer and its Authorized Users will receive the means to access and authenticate to the Platform and to use the Soda Library (the "Account Information"), which may include login credentials, single sign-on configurations, and API keys.
The way in which usage is measured and billed, together with the Rate Card, is set forth on Soda's Account Page located at https://trust.soda.io (the "Account Page"). Soda shall provide Customer with access to the Account Page, or a copy of it, before the Agreement is entered into and, on request, at any time during or after the Term. The Account Types available for selection, together with their respective features, functionalities, usage limits and plan prices, are set forth on Soda's Pricing Page located at https://www.soda.io/pricing (the "Pricing Page"). Both the Account Page and Pricing Page form part of this Agreement by reference. Customer may not create multiple Accounts, use multiple email addresses, or use any other means to circumvent usage limits, pricing tiers, or other restrictions imposed by the Service.
Customer undertakes not to disclose its Account Information to any third party and to only use it within the framework of the Agreement. Customer's security obligations regarding the Account are set forth in the section 'Customer's obligations regarding the Service' below. When registering for and using the Service, Customer must provide Soda with correct and complete information and undertakes to update registration details to keep them correct and complete.
Fees and payment
"Fees" has the meaning given on the Account Page. Details of how usage is measured and how charges are billed are set out on the Account Page (for example, metering method, monthly measurement window, peak-usage rule, billing options, and how charges are collected). The plan prices are shown on the Pricing Page; the applicable unit price for consumption and the billing currency are as set out in the applicable Order or agreed at sign-up. If there is any inconsistency between the Account Page and Pricing Page, the Account Page prevails.
Customer shall provide valid billing information and, if required by Customer, a purchase order number. Unless otherwise specified on the Account Page or in an Order: (i) Soda shall invoice the Fees up to ten (10) business days before the start of the period the Fees will cover; and (ii) all invoices are due and payable within thirty (30) days. Customer's payment obligation arises regardless of whether a purchase order has been issued. Soda may suspend Customer's access to the Service if any invoice is not paid by its due date.
Soda may update the Account Page and Pricing Page from time to time.
Customer may object in writing to a change that materially reduces Customer’s rights or materially increases Customer’s obligations under the Agreement. The objection must be made within thirty (30) days of the change’s effective date or, where Fees have been prepaid, within thirty (30) days of the later of that date and thirty (30) days before the prepaid period ends. Unless Customer objects within this period, the change is deemed accepted. If Customer objects within this period and the Parties cannot reach agreement, Customer is entitled to terminate the Agreement without compensation. Where Fees have been prepaid, the Agreement shall instead terminate at the end of the prepaid period.
Adding new operation types to the Rate Card on the Account Page does not constitute a change to Fees or trigger these objection or termination rights. Changes to rates for existing operation types remain subject to this Section.
Soda may (1) adapt its Fees once a year, during the month of January, according to the consumer price index; and (2) adjust the Fees on reasonable objective grounds (for example, sustained increases in third-party/platform costs, taxes or regulatory charges, or foreign-exchange impacts). Such increases shall not be subject to the objection and termination rights set out above. Except as expressly stated in the Agreement, all Fees are non-cancellable and non-refundable. For the avoidance of doubt, any such adjustment shall not apply to any period for which Fees have already been paid or are due, and shall take effect from the next billing period thereafter.
If Customer has procured the Service through a Reseller, then different terms regarding fees, invoicing, payment and taxes may apply as specified between Customer and its Reseller.
Authorized Users
"Authorized Users" means those employees, agents and independent contractors of Customer or a Permitted Affiliate (as defined on the Account Page) who are authorized by Customer to use the Service solely for the internal business operations of Customer and its Permitted Affiliates.
The Service may be used only by Customer, being the legal entity that enters into this Agreement. A Permitted Affiliate may use the Service only where Soda has agreed, as set out on the Account Page. Customer is responsible for all use of the Service by its Permitted Affiliates.
Customer shall designate and manage which individuals may access the Service as Authorized Users. Customer must promptly add or remove Authorized User access as needed, including immediately revoking access when any Authorized User's employment or engagement ends or when they no longer require Service access. Customer shall ensure all Authorized Users are aware of and agree to comply with this Agreement before granting them access.
Customer is fully responsible for all Authorized User activities under its Account. Authorized Users must use the Service only for the internal business purposes of Customer and its Permitted Affiliates and in compliance with this Agreement. Customer shall prevent Authorized Users from sharing login credentials or Account Information with any third party. Customer is responsible for each Permitted Affiliate's use of the Service and its compliance with this Agreement. Any act, omission or breach of this Agreement by an Authorized User or Permitted Affiliate shall be deemed an act, omission or breach by Customer itself, for which Customer shall be fully liable.
License and restrictions
Soda grants to Customer, and Customer accepts, the following license (the "License"): a non-exclusive, restricted, personal, non-transferable, non-sublicensable (other than to Authorized Users and Permitted Affiliates) and non-assignable license to use the Service during the Term and in accordance with the Agreement. This License is granted only for the internal business operations of Customer and its Permitted Affiliates and for use in accordance with the intended use of the Service. Customer acknowledges and agrees that the Service, including the Software, is licensed, not sold.
The Agreement does not grant and shall not be construed to grant to Customer any other right than the rights expressly granted by the Agreement. Any right that is not expressly granted to Customer hereunder is reserved by Soda.
The License is granted subject to Customer’s continuous compliance with the Agreement, including timely payment of the Fees, where applicable, failing which Soda reserves the right to fully or partially terminate, deny or limit Customer’s access to or use of the Service and/or to refuse, suspend, interrupt or terminate the License granted to Customer, without detriment to Soda’s rights hereunder and its right to claim compensation for losses, damages and costs it incurred.
Customer shall only have access to the latest released version of the Platform. The Platform operates on a continuous deployment model, whereby all updates, modifications, and enhancements (including the addition, removal, or replacement of features and functions) are automatically deployed to Customer upon release. Each new version or update of the Platform shall supersede and replace any previous version, and all such versions shall be subject to the rights and obligations set forth in the Agreement.
With respect to the Service, and unless upon explicit prior written approval by Soda or except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, Customer shall not (attempt to) do the following and shall not assist any third party in doing the same by any means: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, translate, adapt, alter or distribute all or any portion of the Service in any form or media; or (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, or otherwise commercially exploit, or otherwise make available the Service to any third party; or (iii) access the Service or any part thereof for the purposes of monitoring the availability, the performance or the functionality of the Service, nor for any benchmarking or competitive purposes; or (iv) translate, modify, adapt, alter, reverse compile or reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Service; or (v) reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or disclose any of the foregoing; or (vi) create internet “links” to the Service or any part thereof or "frame" or "mirror" the Service or any part thereof on any server or wireless or Internet-based device; or (vii) access or use the Service or any part thereof to build a competitive product or service or a product or service using similar ideas, features, functions or graphics as the Service or any part thereof or to copy any ideas, features, functions or graphics of the Service or of any part thereof; or (viii) take any action that would cause the Service to fall in the public domain, and the foregoing together are the “License Restrictions”.
Soda reserves the right to use all technical means to verify that Customer complies with these License Restrictions.
Notwithstanding anything to the contrary, Customer agrees that Soda is hereby granted a non-exclusive, non-transferable, sub-licensable, fully paid-up worldwide right and license to use Customer data: (a) to provide the Service; and (b) internally to develop and improve its products and services.
Use of AI
Soda may offer features or tools as part of the Service that are powered by artificial intelligence, machine learning or similar technologies ("AI Features"). Customer's use of the AI Features is subject to Soda's AI Terms available at https://www.soda.io/legal/ai-terms (the "AI Terms"), which are incorporated into and form part of this Agreement. In the event of any conflict between the AI Terms and these General Terms and Conditions in relation to the AI Features, the AI Terms shall prevail. Soda may update the AI Terms from time to time by posting an updated version, which shall be effective immediately upon posting without further notice to Customer. To the extent that a change to the AI Terms changes the Fees payable by Customer (including any change to the Usage Allowance (as defined in the AI Terms) or the introduction of usage-based pricing for AI Features), that change shall be treated as a change to the Fees and shall be subject to the "Fees and payment" section of this Agreement.
Soda's obligations in relation to the Service
Subject to the terms and conditions of the Agreement, Soda shall provide the Service to Customer with reasonable skill and care and substantially in accordance with the Agreement. However, Customer recognizes that Soda may interrupt the Service (in whole or in part) for maintenance work purposes, including both scheduled maintenance work and unscheduled work in the event of an emergency. Where possible, Soda undertakes to inform Customer in advance of any suspension or discontinuation of the Service. In the event of an unforeseen unavailability of the Service, Soda shall make reasonable efforts to remedy such unavailability within a commercially reasonable period.
Soda shall have no obligation to provide or continue to provide the Service in case of any use or suspected use of the Service by Customer contrary to the Agreement or Soda's instructions, or in case of modification or alteration of the Service by any party other than Soda, and shall be relieved of its obligations to perform the Agreement for the time that it is prevented from performing the Agreement as a result of any failure or delay by Customer to perform its obligations under the Agreement.
If the Service does not comply with the Agreement, Customer's sole and exclusive remedy shall be that, at Soda’s discretion, Soda shall either (i) repair or replace any software subject to the breach, (ii) provide Customer with an alternative means of accomplishing the desired performance, or (iii) refund to Customer that portion of the Fees actually paid under this Agreement by Customer for the defective (part of the) Service.
Soda provides a range of resources to Customer, which Customer can consult if it needs support in using the Service. These can be found at docs.soda.io. Soda may also provide communication channels in the Service where Customer can ask for support, but unless otherwise agreed in writing, this additional support channel is offered as a courtesy, and should not be construed as an obligation on Soda’s part to provide support for any support requests submitted.
Customer's obligations regarding the Service
Customer shall provide Soda with all necessary cooperation and with access to all information as may be required by Soda for the performance of the Agreement, shall maintain all consents and permissions necessary for Soda to perform the Agreement and shall perform its obligations under the Agreement in a timely and efficient manner, failing which Soda may adjust any agreed timetable or delivery schedule as reasonably necessary.
Customer shall ensure that its network, file and web transfer protocols and message structures and any other systems, as may be used in relation to the Service, comply with the required specifications as they may be provided by Soda from time to time and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT-environment and the Platform and for all loss or damage due to events such as delays and delivery failures related to the said connections.
Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations with respect to its activities under the Agreement, including those related to data privacy, international communications and the transmission of technical or personal data.
Customer shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate any illegal activity; (ii) send, process or store unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially discriminatory or ethnically offensive, libelous, sexually explicit or otherwise unlawful or tortious material, including material that is harmful to children or that violates third party rights; (iii) access, store, distribute or transmit material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of (any part of) the Service or of the data contained therein; and (v) attempt to gain unauthorized access to the Service or its related systems or networks. In such events Soda reserves the right, without detriment to its right to claim compensation for losses, damages and costs effectively suffered, to disable without prior notification all Customer's access to the Service and/or to terminate the Agreement with immediate effect and without compensation.
Customer shall prevent any unauthorized access to or use of the Service, the Service results, the Account, or Account Information and shall promptly notify Soda of such use as well as of any other breach of security known to or suspected by Customer. Customer shall be responsible and liable for all activity occurring under the Account.
Service and offer information
Customer is free to consult the Website and make use of it to take note of the products and services offered (including the Service), without any obligation to purchase. In order to allow Customer to place an order in a considered manner, Soda's offers always contain, to the best of its ability, within the limits of technological possibilities and in accordance with the best current market standards, the most complete and accurate information relating to the essential characteristics of the products and services. Soda is not liable for any compensation on account of obvious errors in the provided product information.
Website
The information on the Website is of a general nature. The information is not adapted to personal or specific circumstances, and can therefore not be considered as personal, professional or legal advice to the user. Soda makes every effort to ensure that the information made available is complete, correct, accurate and up-to-date. Despite these efforts, inaccuracies may occur in the information provided. If the information provided contains inaccuracies or if certain information on or via the Website is (un)available, Soda will make every effort to rectify this as soon as possible. If you discover any inaccuracies in the information made available through the Website, you can contact the site administrator.
The Website may contain hyperlinks to websites or pages of third parties, or refer to them indirectly. The placing of links to these websites or pages in no way implies an implicit approval of their content. Soda expressly declares that it has no control over the content or other characteristics of these websites and can in no way be held responsible for their content.
Warranties
Soda only has a reasonable efforts obligation with regard to access to the Website and the Service. Soda does not guarantee the proper, uninterrupted or error-free operation of the Website or Service, nor does it guarantee that this operation will be free of damage, corruption, attacks, viruses or manipulations. Customer is aware of the need to have an appropriate IT infrastructure and to create backups of all data introduced into the Service.
Customer acknowledges and agrees that the Service and the Service results shall not constitute and shall not be construed to constitute legal, commercial or managerial advice or any other type of advice by Soda to Customer. Customer shall use and interpret the Service and the Service results at its own risk and responsibility, may draw any conclusions from the Service results in its discretion and acknowledges and agrees that: (i) Customer must not rely on the information provided via the Service and Service results as an alternative to legal, commercial or managerial advice or any other type of advice from other professional legal services providers; and (ii) Customer should never delay seeking such advice, disregard such advice, or commence or discontinue any (legal) action because of information provided via the Service and the Service results.
THE SERVICE IS PROVIDED "AS-IS". EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE AGREEMENT, SODA HEREBY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, AS SUCH AND AMONG OTHERS (I) THE SERVICE AND THE SERVICE RESULTS, AND IN GENERAL ANY SERVICE, GOOD OR INFORMATION ARE PROVIDED BY SODA WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, NON-INFRINGEMENT, TIMELINESS, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY OR COMPLETENESS OF THE SOFTWARE (INCLUDING AI FEATURES), OF THE PLATFORM, SODA LIBRARY OR OF THE WEBSITE OR OF ANY DATA PROVIDED UNDER THE AGREEMENT; (II) SODA DOES NOT WARRANT THAT THE SERVICE SHALL BE UNINTERRUPTED, ERROR-FREE OR THAT IT SHALL MEET CUSTOMER’S OR ANY OTHER PARTY’S SPECIFIC NEEDS, NOR THAT A SERVICE, GOOD OR INFORMATION PROVIDED BY SODA UNDER THE AGREEMENT SHALL BE FREE FROM VIRUSES, HARMFUL COMPONENTS, ERRORS OR DEFECTS (NOR THAT THE SAID SHALL BE CORRECTED), NOR THAT THE SOFTWARE, THE PLATFORM, SODA LIBRARY OR THE WEBSITE SHALL OPERATE IN COMBINATION WITH ANY OTHER SERVICE, SOFTWARE, HARDWARE, SYSTEM OR DATA AND (III) SODA SHALL HAVE NO LIABILITY FOR THE (IN)CORRECTNESS OF ANY DATA PROVIDED TO IT, USED BY IT OR PROVIDED BY IT UNDER THE AGREEMENT AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA.
LIABILITY
NOTHING IN THIS AGREEMENT EXCLUDES OR RESTRICTS ANY LIABILITY THAT CANNOT BE EXCLUDED OR RESTRICTED UNDER APPLICABLE LAW.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SODA BE LIABLE FOR ANY: (A) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (B) LOSS OF SALES, BUSINESS OR REVENUE; (C) LOSS OF AGREEMENTS OR CONTRACTS; (D) WASTED EXPENDITURE (EXCLUDING FEES PAID UNDER THIS AGREEMENT); (E) LOSS OF ANTICIPATED SAVINGS; (F) LOSS OF OR DAMAGE TO REPUTATION OR GOODWILL; (G) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION; (H) WORK INTERRUPTIONS; (I) DAMAGE TO OR LOSS OF EQUIPMENT, IN EACH CASE (A) TO (I), WHETHER DIRECT OR INDIRECT; OR (J) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER.
THE TOTAL LIABILITY OF SODA SHALL NEVER EXCEED AN AMOUNT EQUAL TO THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) TEN THOUSAND U.S. DOLLARS (USD $10,000). CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT THE PRICE OF THE SERVICE HAS BEEN DETERMINED TAKING INTO ACCOUNT THE LIMITATION OF LIABILITY AS SET OUT IN THESE GENERAL TERMS AND CONDITIONS.
INDEMNITY
CUSTOMER SHALL INDEMNIFY AND HOLD SODA HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES ARISING OUT OF OR IN CONNECTION WITH (I) ANY USE BY CUSTOMER OF (ANY PART OF) THE WEBSITE, SERVICE OR THE SERVICE RESULTS, INCLUDING UNINTENDED, IMPROPER OR ILLEGAL USE OR USE CONTRARY TO THE AGREEMENT, (II) ANY CLAIM BROUGHT BY A THIRD PARTY AGAINST SODA AS A RESULT OF THE USE OF CUSTOMER DATA, PROMPTS OR OUTPUT, (III) ANY CONSEQUENCES OF THE USE BY CUSTOMER OF ANY HARDWARE OR SOFTWARE NOT PROVIDED BY SODA, (IV) ANY MODIFICATIONS BY CUSTOMER TO THE SERVICE WITHOUT SODA’S PRIOR APPROVAL, OR (V) CONTINUED USE OF ANY VERSION OF THE SERVICE WHEN THAT VERSION IS NO LONGER SUPPORTED BY SODA.
IF THE SERVICE BECOMES THE SUBJECT OF AN INFRINGEMENT CLAIM, SODA SHALL, AT ITS SOLE DISCRETION, EITHER (I) PROCURE THE RIGHTS FOR CONTINUED USE OF THE SERVICE BY CUSTOMER, (II) REPLACE OR MODIFY THE SERVICE WITH ANOTHER SYSTEM OR COMPONENTS OF COMPARABLE QUALITY AND FUNCTIONALITY, OR (III) TERMINATE THE AGREEMENT AND REFUND ANY PREPAID AND UNUSED FEES.
Intellectual Property
“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
Except as explicitly provided herein, the Agreement does not intend and shall not bring or be construed to bring any change to the ownership of or licenses to any proprietary and/or Intellectual Property Rights of Soda and Customer shall not, as a result of the Agreement, be entitled to any claim with regard to any Intellectual Property Rights to which, prior to the signing of the Agreement, it was not entitled. Excepting any third party software or open source components of which Soda is not the exclusive owner, Soda is and remains the exclusive owner of all proprietary and Intellectual Property Rights that underlie or are incorporated, included or used in the Website, the Platform, the Soda Library or the Software including all components of the Website, the Platform, the Soda Library and the Software, including the visual elements, the sound elements, the technology and source codes used, the information, logos, icons, digital downloads, calculations, plans, software, images, brands, models, slogans, graphic charters, advertisements, user interfaces, audio and video files, editorial content, scripts and software, contained on the Website or in the Platform, Soda Library or Software.
Whenever the Agreement awards to Customer certain rights or licenses to Soda’s Intellectual Property Rights or if the purpose of the Agreement requires such rights or licenses, it is understood that they are awarded to Customer under the License limitations and that Customer's rights in relation to Soda’s Intellectual Property Rights are at all times restricted to the extent that they are incorporated in the Service or the Service results under the terms and conditions set forth herein.
Without limiting the scope of the other provisions of the Agreement and without prejudice to Customer’s right to use the Service under the License as set forth herein for Customer’s operations, Customer shall not, without prior written authorization of Soda, copy, modify, make derivative works based on, disassemble, decompile, reverse engineer or translate anything that is protected by Soda's (or its licensors’) Intellectual Property Rights nor remove, modify or obliterate any trademark, logo, name, notice, identifying number or coding applied to the Service provided by Soda under the Agreement.
Customer shall not attack, challenge, or contest Soda’s ownership of the Service, the validity of any Intellectual Property Rights in the Service, and Customer shall not aid others in so doing.
Customer may from time to time provide Soda with suggestions or comments for enhancements or improvements, new features or functionality or other feedback. Soda will have: (a) full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality; and (b) an unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such suggestions or comments in connection with its products and services.
Confidentiality
“Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which: (a) is in the public domain through no fault of the receiving Party; (b) was properly known to the 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 Party’s Confidential Information.
Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement and it will not disclose the same to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. However, either Party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with this Section; and (b) 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 endeavors to minimize such disclosure to the extent permitted by applicable law). Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this section or the License Restrictions, the non-breaching Party will, notwithstanding anything in this Agreement, be entitled to seek immediate injunctive and other equitable relief in any jurisdiction, without waiving any other rights or remedies available to it.
Force majeure
Soda will not be held liable for a total or partial breach of its contractual obligations if and to the extent that the breach is due to force majeure or an event assimilated to force majeure. Events equivalent to force majeure include computer viruses, system breakdowns and technical breakdowns and defects in the computer infrastructure that would occur at Soda, the intrusion of unauthorized persons, a total or partial interruption of the means of communication, natural disasters, epidemic, pandemic, fire, and any other event that should be qualified as force majeure in accordance with law. In the event that Soda becomes aware of force majeure or of an event assimilated to force majeure which would render the execution of the Agreement impossible, Soda undertakes to inform Customer accordingly. In the event that the situation of force majeure continues for more than thirty (30) days, Soda will be entitled to unilaterally terminate the Agreement in writing, subject, where appropriate, to the obligation to repay to Customer the part of the purchase price already paid by Customer for the undelivered Service, without Customer being entitled to any additional compensation whatsoever.
Term and termination
This Agreement shall commence on the earlier of: (i) the start date specified in an Order; (ii) the date an Order is fully executed by both Parties; or (iii) the date Customer is first provided with access to the Platform, and shall continue until terminated in accordance with its terms (such period, the "Term").
If Customer subscribes to a paid plan, Customer commits to a minimum term commencing on the date such paid subscription starts (the "Initial Term"), the duration of which is specified in the Order or at sign-up and may be monthly, quarterly, annual or another recurring period. If neither the Order nor sign-up specifies the period, the Initial Term is one (1) year. After the Initial Term, the paid subscription shall automatically renew for successive periods equal to the Initial Term (or such other renewal period as specified in the Order) unless either Party gives written notice of non-renewal at any time up to the end of the then-current period (unless otherwise specified in an Order). On the effective date of cancellation, non-renewal, expiry or termination of Customer's paid subscription or the Agreement, all unused SPUs expire, however purchased or granted and regardless of any remaining validity period, even if Customer retains a free Account Type. Unused SPUs are not refundable or creditable. Expired SPUs are not restored if Customer later renews, resubscribes or enters into a new agreement with Soda.
Customers using the Service without a paid subscription may terminate this Agreement at any time upon one (1) week's written notice. Soda may terminate or suspend an Account for which no Fees are payable, or limit the features or functionality available to such Account, at any time in its sole discretion. However, once Customer subscribes to, or is converted to, a paid plan (including automatically where the thresholds set out on the Account Page for an Account for which no Fees are payable are exceeded), the commitment and renewal provisions set out above (as applicable to that plan) shall apply.
Without prejudice to Soda’s right to compensation for losses, damages and costs suffered and without prejudice to other provisions of the Agreement, Soda may terminate the Agreement at any time without any compensation being due to Customer if any of the following applies: (i) Customer fails to observe or breaches any of its material covenants, agreements or obligations under the Agreement in any material respect, where such breach is incurable, or if curable such breach continues for a period of fifteen (15) days after receipt by Customer of notice of default specifying the nature of the breach and requesting to cure it; or (ii) Customer makes any assignment for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt or becomes insolvent or generally unable to pay its debts when due or is placed in the hands of a receiver or if the equivalent of any such proceedings occurs, provided that such termination is not contrary to legal provisions of public order applicable to Customer; or (iii) Customer fails to maintain any authorization, license or permit of any nature that is required under the Agreement or by law to execute the Agreement as a result of which Customer is no longer authorized to receive the Service or execute the whole or a part of its obligations under the Agreement; or (iv) Customer commits a serious breach of the Agreement, the breaches to the following obligations constituting such breach: unauthorized use of the Service, the Platform, Soda Library or the Website, breach of Customer’s obligations in relation to use of the Service or Account including the License Restrictions; non-payment of the Fees, breach of Soda’s Intellectual Property Rights; or (v) Soda receives a judicial, government, or law enforcement order that will require termination of the Agreement; or (vi) the Customer has been or likely is involved in fraudulent, misleading, or illegal activities.
Upon the termination, cancellation or expiration of the Agreement for any reason whatsoever, the License shall be immediately and automatically revoked and Customer will cease all use of the Service, including all use of the Soda Library. Customer shall immediately and irretrievably delete and/or remove all copies of the Software in its possession and/or control from all computer equipment, hard drives, networks and other storage media. Customer shall be responsible for retrieving Service results or any other data stored via the Service before the end of the Agreement. Any data of Customer stored by Soda via the Service shall be deleted by Soda thirty (30) days after the termination date of the Agreement. Customer acknowledges that it is solely and fully liable for any claims or damages as a result of the deletion of the data.
If an Account for which no Fees are payable has not been used by Customer for over ninety (90) calendar days, Soda has the right to terminate the Agreement and delete such Account and all data stored therein, without obligation to give written notice to Customer.
Data protection
"Data Protection Laws" means all applicable laws and regulations relating to data protection, privacy, and the processing of personal data, including where applicable: the General Data Protection Regulation (EU) 2016/679 together with any national implementing laws in any member state of the EEA; the UK GDPR (as defined in the UK Data Protection Act 2018); the California Consumer Privacy Act as amended by the California Privacy Rights Act; the Virginia Consumer Data Protection Act; the Colorado Privacy Act; the Connecticut Data Privacy Act; the Utah Consumer Privacy Act; and any other applicable privacy laws in any jurisdiction.
"Data Processing Agreement" or "DPA" means Soda's standard data processing terms available at https://www.soda.io/data-processing-agreement, or as otherwise agreed between the Parties in an Order.
The Parties shall comply with all applicable Data Protection Laws in connection with their performance of this Agreement.
If Soda is required under the Agreement to process personal data on behalf of Customer, Customer shall act as data controller (or equivalent role under applicable Data Protection Laws) and Soda shall act as data processor (or equivalent role under applicable Data Protection Laws). These processing operations shall be governed by the DPA.
Document Hierarchy and Conflicts
This Agreement consists of: (1) these General Terms and Conditions; (2) any Order executed between the Parties; (3) the Data Processing Agreement; (4) the Account Page; (5) the AI Terms; and (6) the Pricing Page. In the event of any conflict or inconsistency between these documents, they shall be interpreted in the order of precedence set out above, subject to the AI-specific priority rule in the "Use of AI" section and the express Order variations permitted below.
An Order may modify or supplement these General Terms and Conditions only where the Order expressly identifies the specific provision of the General Terms and Conditions being modified and sets forth the replacement or additional terms. Where an Order does not expressly identify a provision being modified, these General Terms and Conditions shall prevail.
ANY TERMS AND CONDITIONS CONTAINED IN OR REFERENCED BY A CUSTOMER PURCHASE ORDER, PROCUREMENT DOCUMENT, OR SIMILAR INSTRUMENT ARE EXPRESSLY REJECTED AND SHALL HAVE NO FORCE OR EFFECT. CUSTOMER'S ISSUANCE OF A PURCHASE ORDER DOES NOT CONSTITUTE ACCEPTANCE OF DIFFERENT TERMS, AND SODA'S ACCEPTANCE OF PAYMENT OR PERFORMANCE UNDER ANY SUCH PURCHASE ORDER DOES NOT CONSTITUTE ACCEPTANCE OF CUSTOMER'S TERMS.
CUSTOMER MAY NOT CONDITION PAYMENT OF ANY INVOICE ON SODA'S ACCEPTANCE, EXECUTION, OR COMPLIANCE WITH ANY ADDITIONAL TERMS, POLICIES, CODES OF CONDUCT, VENDOR REGISTRATION REQUIREMENTS, OR OTHER DOCUMENTS NOT EXPRESSLY INCORPORATED INTO THIS AGREEMENT. ANY SUCH ATTEMPT TO CONDITION PAYMENT SHALL BE NULL AND VOID, AND THE INVOICE SHALL REMAIN DUE AND PAYABLE IN ACCORDANCE WITH THE PAYMENT TERMS SET FORTH IN THIS AGREEMENT.
Miscellaneous
Unenforceability. If any of the provisions of the Agreement is held to be or rendered void or unenforceable under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed from this Agreement and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of this Agreement.
Survival. Any right or obligation of Soda and Customer that, by its nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement including the License Restrictions and provisions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, termination and these miscellaneous provisions.
Amendment and Waiver. Except as set out in this Agreement, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless agreed to in writing by both Parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Assignment and Delegation. Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party's prior written consent, except that Soda may assign this Agreement without consent to an affiliate or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation hereof shall be void. Subject to the foregoing, this Agreement shall bind and benefit the Parties and their permitted successors and assigns.
Notices. All notices between Soda and Customer shall be in English and shall be deemed to be given:
- to Customer if sent by email to Customer’s email address as indicated at registration
- to Soda if sent by email to notices@soda.io.
URLs and Links. Any URLs or web addresses referenced in this Agreement (including the Account Page, Pricing Page, and Website) may be updated by Soda from time to time. Soda will use reasonable efforts to maintain functional links and may redirect outdated URLs to current locations.
Publicity. Customer agrees that Soda may refer to Customer’s name and trademarks in Soda’s marketing materials and website. Customer agrees that Soda may prepare and publish a case study about Customer and Customer’s use of the Service. Following the successful roll-out of the Service, Soda may prepare and publish a press release announcing Customer’s use of the Service.
Governing Law and Jurisdiction. The Agreement shall be governed by, interpreted and construed in accordance with the laws of Belgium, or, for customers contracting with Soda Data Inc., the laws of the State of Delaware, USA. All disputes relating to the Agreement, including its interpretation, fall under the exclusive jurisdiction of the courts of the district of Brussels, or, for customers contracting with Soda Data Inc., the courts of New Castle County, Delaware, USA. Before bringing a legal claim to court, all Parties concerned shall take all possible measures to resolve their dispute amicably.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties relating to its subject matter and supersedes any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the Parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter.
Non-Reliance. Each Party agrees that in entering this Agreement all statements, representations, warranties and undertakings on which it relies are incorporated into this Agreement and it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) (in each case whether contractual or non-contractual) which is not expressly set out in this Agreement. Without prejudice to any other provision of this Agreement limiting the remedies available to either Party, each Party agrees that it will have no remedy in relation to this Agreement for innocent or negligent misrepresentation, negligent misstatement or mistake based on any statement in or made in relation to this Agreement.
Interpretation. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. References to Sections are to sections in this Agreement and headings shall not affect the interpretation of these General Terms and Conditions. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a Party includes that Party’s personal representatives, successors and permitted assignees. Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time. A reference to writing or written includes e-mail but not fax. When a number is expressed both in words and numbers, in the event of a conflict the words shall be deemed correct.
