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This is an archived version of our Snowflake Consumer Terms of Service dated June 27, 2023. View the current version here.

  1. IMPORTANT TERMS.
    1. These Terms are entered into by and between Snowflake Inc. (“Snowflake”) and Consumer to govern Consumer’s use of the Listing Functionality as a Listing Consumer. Where Consumer is a U.S. Governmental Entity, these Terms are modified by the terms and conditions set forth below in the U.S. Government Consumer Amendment to these Terms (“U.S. Government Consumer Amendment”). Where there is any inconsistency or conflict between these Terms and the U.S. Government Consumer Amendment, the terms and conditions of the U.S. Government Consumer Amendment shall prevail with respect to a U.S. Governmental Entity’s use of the Listing Functionality as a Listing Consumer.
    2. Consumer’s use of the Service and any Account(s) is governed by Consumer’s Customer Agreement. For clarity, any claims arising in connection with the Service and/or any Account will be made under the Customer Agreement and not these Terms. These Terms take precedence in the event of a conflict to the extent such conflict relates to Consumer’s use of the Listing Functionality as a Listing Consumer.
    3. Use of the Listing Functionality is dependent on certain features of the Service (e.g., data sharing and replication), and utilizing such features in connection with the Listing Functionality will subject Consumer to charges for those features as governed by Consumer’s Customer Agreement. Notwithstanding the foregoing, the Listing Functionality is not part of the Service.
    4. Consumer’s Org Admin is required to accept these Terms within Snowsight (the Web interface of the Service) and, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Consumer. Without limiting Section 16.10 (Entire Agreement), as of the Effective Date, prior agreements covering Consumer’s use of the Listing Functionality are hereby terminated and superseded by these Terms.
    5. These Terms are enforceable like any written agreement signed by Consumer and Snowflake.
    6. If Consumer purchased the Service through a reseller, Consumer will continue to pay such reseller for the Service. However, Consumer’s use of the Listing Functionality, including any payments of the Product Cost, will be subject to these Terms.
    7. If Consumer’s billing address is in the Canadian province of Quebec, Section 18 (Regional Terms) sets forth additional terms that apply to Consumer’s use of the Listing Functionality
  2. DEFINITIONS. The definitions in Section 17 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
  3. INTRODUCTION AND APPLICATION. Consumer can use the Listing Functionality to access, use, and, if applicable, purchase Products made available to Consumer by Listing Providers privately or publicly via the Marketplace. All Product Agreements entered into by Consumer for Transactions are between Consumer and the applicable Listing Provider. Unless explicitly stated otherwise in these Terms, Snowflake is not acting as an agent in any capacity for Consumer or Listing Providers.
  4. DISCOVERING AND USING PRODUCTS.
    1. General. The Listing Functionality provides Consumer with the abilities to access, use, and if applicable, purchase, Listing Provider Materials in accordance with these Terms, the Supplemental Documentation, and any applicable terms and conditions included in, or provided with, the Listing Information or otherwise agreed to by Consumer. Other than when Snowflake is providing or selling its own Products using the Listing Functionality, the availability of any listing, description, or image of a Product does not imply Snowflake’s endorsement of such Product or affiliation with the Listing Provider of such Product.
    2. Use of Products. For each Product, Consumer’s rights related to such Product may be subject to additional terms, such as an applicable Product Agreement, duly accepted and agreed to by an individual with the authority to do so on behalf of Consumer, and may also be subject to Product Costs, Taxes, use restrictions, license grants, and other terms and conditions related to such Product(s) as indicated in the Product’s Listing Information. Other than when Snowflake is providing or selling its own Products using the Listing Functionality, Snowflake is not responsible for, and has no ability to grant Consumer any use rights associated with, any Listing Provider Materials.
    3. Listing Provider Materials. The Listing Provider is solely responsible and liable for any Listing Provider Materials, and other than when Snowflake is providing or selling its own Products using the Listing Functionality, Snowflake bears no responsibility or liability for such Listing Provider Materials and makes no representations as to the completeness, accuracy, reliability, validity, availability, or timeliness of the listings, descriptions, or images (including any features, specifications, and prices contained therein). Other than when Snowflake is providing or selling its own Products using the Listing Functionality, Snowflake is under no obligation to review, accept or deny, monitor, or otherwise control the content of any Listing Provider Materials. Consumer acknowledges that, other than when Snowflake is providing or selling its own Products using the Listing Functionality, the Listing Provider, not Snowflake, is responsible for addressing any claims relating to the Listing Provider Materials or Consumer’s possession and/or use of the Listing Provider Materials, including (i) product liability claims, (ii) claims that the Listing Provider Materials fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, and (iv) obligations required under applicable data protection laws.
    4. Transactions. All Transactions conducted using the Listing Functionality are between Consumer and the Listing Provider and will be governed by a Product Agreement. Snowflake does not guarantee that attempts to enter into a Transaction will be accepted or approved by any Listing Provider. Other than where Snowflake is providing or selling its own Products using the Listing Functionality as a Listing Provider, Snowflake is not a party to such Product Agreement or responsible for the delivery of any Product.
    5. Support. Unless otherwise provided by these Terms, the Listing Provider will be solely responsible for addressing support and maintenance matters relating to its Listing Provider Materials and Product Agreements, and inquiries or requests from Listing Consumers regarding its Listing Provider Materials and Product Agreements, including those related to quality, content, errors, or refunds. Any inquiries, requests, complaints, or claims with respect to the Product Agreement or Listing Provider Materials should be directed to the applicable Listing Provider.
  5. ACCESS TO LISTING PROVIDER MATERIALS. Consumer agrees and acknowledges that: (i) Snowflake may at any time limit, suspend, or terminate Consumer’s and any Listing Provider’s abilities to access or use the Listing Functionality, including the abilities to access, use, purchase, and share, as applicable, Listing Provider Materials using the Listing Functionality, at any time for any reason or no reason; and (ii) Listing Providers may at any time stop using the Listing Functionality to share their Listing Provider Materials, subject to the Provider Terms of Service, the Provider Policies, the applicable Product Agreement, and any other existing obligations between Consumer and the Listing Provider; in each case without liability to Snowflake, provided that any termination of sharing of Listing Provider Materials by the Listing Provider will not affect any pending or ongoing Transactions, except when required by law or the Provider Terms of Service, or due to Consumer’s or the Listing Provider’s breach of Snowflake terms and policies.
  6. FEES AND PAYMENTS.
    1. Snowflake Fees. Snowflake does not currently charge for access to or use of the Listing Functionality, but Consumer’s use of the Service, including querying or making other use of any Products in Consumer’s Account(s), will incur fees in accordance with Consumer’s Customer Agreement.
    2. Invoices and Product Cost. If Consumer purchases a Product using the Listing Functionality, Consumer is solely responsible for the Product Cost, if any, established by the Listing Provider for the Product in the associated Listing Information. At the Listing Provider’s option (as indicated in the Listing Information), Consumer may be issued an invoice (the “Product Invoice”) for such Product Cost and, subject to Section 7 (Taxes), any Taxes, by (i) the Listing Provider, directly, or (ii) Snowflake, on behalf of the Listing Provider, in accordance with the Supplemental Documentation (in either case, the “Invoicing Party”). Consumer will pay the Invoicing Party the Product Cost and all amounts set forth on the Product Invoice within the Payment Period specified on such Product Invoice.
    3. Purchase Order. If Consumer issues a purchase order for the Product Invoice and Snowflake is the Invoicing Party, then: (i) any such purchase order submitted by Consumer is for its internal purposes only, and Snowflake rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with these Terms or the applicable Product Invoice and such additional or conflicting terms will have no effect; (ii) the purchase order shall be without limitation to Snowflake’s or the Listing Provider’s right to collect the total amount due on the Product Invoice; (iii) the purchase order must be for the total amount due on the Product Invoice; and (iv) on request, Snowflake will reference the purchase order number on the associated Product Invoices (solely for administrative convenience), so long as Consumer provides the purchase order (with the purchase order number) to Snowflake at the time of the Transaction.
    4. Payments. All payments made under these Terms to Snowflake as the Invoicing Party will be made in U.S. dollars to an account designated by Snowflake, or such other payment method mutually agreed upon by the Parties, and will be non-refundable. To the extent there are any payment disputes (including any refund requests or other payment requests) between Consumer and a Listing Provider, any settlements of such disputes must be agreed upon directly between Consumer and the Listing Provider. Consumer represents and warrants that Consumer has the right to use any payment method that Consumer submits in connection with a Transaction. Any amounts due to Snowflake on behalf of Listing Providers and not paid when due will accrue late charges at the lesser of a rate of 1.5% per month or the highest rate permitted by applicable law. Consumer will reimburse Snowflake for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting from Consumer overdue amounts payable hereunder.
    5. Snowflake Marketplace Capacity Drawdown Program. In cases where Consumer has elected to use the MP Drawdown Program for the purchase of any Products, Consumer’s use of the MP Drawdown Program shall be subject to the Supplemental Snowflake Marketplace Capacity Drawdown Program Terms.
    6. Payment Processor. In cases where Snowflake is the Invoicing Party, Snowflake may, in its sole discretion, use the Payment Processor to process payments under these Terms for the Product Cost (and, subject to Section 7 (Taxes), any Taxes) in accordance with the Product Invoice. Payment Processor carries out the processing and settlement of the Product Cost (and, subject to Section 7 (Taxes), any Taxes) for these Transactions (“Payment Processing”) and sends the Product Invoice to Consumer as described in the Supplemental Documentation. By agreeing to these Terms and entering a Transaction with a Listing Provider, Consumer acknowledges and agrees that Snowflake may enroll Consumer with the Payment Processor in accordance with the Supplemental Documentation and, as part of that enrollment process, Snowflake will provide Consumer’s billing information on file with Snowflake to the Payment Processor. Consumer’s use of the Payment Processing services is subject to a separate agreement between Consumer and Payment Processor (the “Processor Agreement”). Snowflake is not a party to the Processor Agreement and is not responsible for the performance of such Processor Agreement. For the avoidance of doubt, Consumer’s payment of the Product Cost (and, subject to Section 7 (Taxes), any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to the Listing Provider of equivalent amounts due by Consumer.
    7. No Set-Off. Consumer will not have any rights to set off, discount, or otherwise reduce or refuse to pay any amounts due under these Terms for any reason.
  7. TAXES. All Product Costs are exclusive of Taxes. Consumer is responsible for paying all Taxes associated with the Transactions, including Consumer’s access, use, and purchase of Listing Provider’s Product. Listing Provider is solely responsible for managing the collection, remittance, and reporting of any Taxes in connection with its Product and the Transactions. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Consumer and issue a compliant tax invoice for those Taxes. Consumer will not deduct or withhold Taxes from any payments to Snowflake, unless required by law, in which case Consumer will pay such additional amounts as are necessary, so the net amount received by or on behalf of Snowflake equals the Product Cost, as if there were no withholding or deduction. The VAT/GST Registration Number provided by Consumer shall be used to confirm the business use of the Listing Functionality.
  8. DATA OWNERSHIP.
    1. Listing Usage Data. Snowflake may collect and use Listing Usage Data to develop, improve, support, and operate its products and services.
    2. Information Disclosed to Providers. If Consumer accesses, uses, or purchases Listing Provider Materials, Snowflake collects and may disclose to the Listing Provider the Consumer’s contact information as it exists in the user profile, general Account details, and details about the Transaction, including Listing Usage Data (which identify Consumer). Snowflake will collect and disclose such information in accordance with Snowflake’s Privacy Notice at https://www.snowflake.com/en/privacy-policy/ or successor site. Listing Providers may use such information in accordance with their respective privacy notices provided to Consumer during the Transaction, including to market other Products offered by such Listing Providers using the Listing Functionality. Consumer may obtain additional information regarding the Listing Provider’s processing of such information, and how to contact the Listing Provider, from the Listing Provider’s privacy notice.
  9. INTELLECTUAL PROPERTY.
    1. Snowflake Rights. Snowflake and its suppliers have and will retain all right, title, and interest (including, without limitation, all patent, copyright, trade secret, or other proprietary rights) in and to the Listing Functionality, and any modifications, improvements, and derivative works of the foregoing. Subject to Consumer’s compliance with these Terms, Consumer is hereby granted a limited, non-transferable, non-sublicensable, non-exclusive license to access and use the Listing Functionality.
    2. Listing Provider Materials. The Parties acknowledge that, in the event of any third-party claim that the Listing Provider Materials or Consumer’s possession and use of the Listing Provider Materials infringe such third party’s intellectual property rights, the Listing Provider will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
    3. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, comments, or other feedback voluntarily provided by Consumer or by any Authorized Users relating to Snowflake’s products or services.
  10. TERM AND TERMINATION.
    1. Term. The term begins on the Effective Date and will continue until either Party provides the other Party with written notice of such terminating Party’s intent to terminate (“Term”). The aforementioned written notice shall be submitted by the terminating Party at least thirty (30) calendar days prior to the effective date of termination.
    2. Survival. This Section 10 and the following sections will survive any termination of the Terms: Sections 1 (Important Terms); 5 (Access to Listing Provider Materials); 6 (Fees and Payments); 7 (Taxes); 8 (Data Ownership); 9 (Intellectual Property); 11 (Representations and Warranties); 12 (Indemnification); 13 (Warranty and Disclaimer); 14 (Limitations of Liability); 16 (General Terms); and 17 (Defined Terms).
    3. Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Consumer’s abilities to access and use the Listing Functionality, including the abilities to access, use, and, if applicable, purchase Listing Provider Materials, as set forth in Section 5 (Access to Listing Provider Materials); and (ii) Consumer will, and will ensure its Authorized Users, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Consumer for any limitation, termination, or suspension of access to or use of the Listing Functionality, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Consumer to any refund; or (iii) affect Consumer’s obligation to pay all Product Costs and Taxes due or otherwise accrued through the date of limitation, suspension, or termination.
  11. REPRESENTATIONS AND WARRANTIES. Consumer hereby represents, warrants, and covenants to Snowflake that it will comply with all applicable laws, rules, and regulations with respect to the Transactions and Listing Provider Materials it obtains or uses, and by obtaining all necessary consents, permissions, and licenses with respect to its access, use, and, if applicable, purchase of such Listing Provider Materials. For clarity, to the extent that the Listing Provider Materials include artificial intelligence or machine learning technology (“AI Technology”), and except to the extent expressly agreed between the relevant Listing Provider and Consumer, Consumer acknowledges and agrees that (i) Consumer is responsible for all actions, inactions, results, decisions, and consequences arising from Consumer’s use of the AI Technology, including compliance with any applicable obligations arising from data protection laws or agreements and laws governing the use of artificial intelligence or machine learning; and (ii) the AI Technology is not designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments, use that could result in harm to persons or property, or use that could violate individual rights.
  12. INDEMNIFICATION.
    1. Indemnification by Snowflake. Snowflake will defend Consumer against any claim by a third party alleging that the Listing Functionality, when used in accordance with these Terms and the Supplemental Documentation, infringes any intellectual property right of such third party, and will indemnify Consumer for any damages and costs finally awarded against Consumer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claims. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Consumer’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Listing Provider Materials), either alone or in combination with the Listing Functionality.
    2. Indemnification by Consumer. Consumer will defend Snowflake against any claim by a third party arising from or relating to: (i) its use of Listing Provider Materials; and/or (ii) Consumer’s breach of these Terms; and Consumer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Consumer (including reasonable attorneys’ fees) resulting from such claims. The foregoing obligations of Consumer will not apply to the extent the applicable claim is directly attributable to Snowflake’s gross negligence or willful misconduct.
    3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 12, each Party (the “Indemnified Party”) will: (i) promptly notify the other Party (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party the right to control the investigation, defense, and settlement (if applicable) of such claim at the Indemnifying Party’s sole cost and expense; and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this Section 12 shall not relieve the Indemnifying Party of its obligations under this Section 12. However, the Indemnifying Party shall not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with this Section 12. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 12 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party’s prior written consent.
  13. WARRANTY AND DISCLAIMER.

    Subject to Section 15 (Previews), Snowflake warrants that the Listing Functionality will work in substantial conformity with the Supplemental Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Listing Functionality is provided to Listing Providers and Consumer on an as-is and as-available basis and, except as set forth in the immediately preceding sentence, Snowflake makes no representations or warranties of any kind, implied or expressed, with respect to the Listing Functionality, including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Snowflake does not represent or warrant that the use of the Listing Functionality will be uninterrupted or error-free. Although Snowflake attempts to make use of the Listing Functionality safe, Snowflake cannot and does not represent or warrant that Listing Provider Materials offered using the Listing Functionality are free of harmful content or materials.

  14. LIMITATIONS OF LIABILITY. Except with respect to Excluded Claims, to the maximum extent permitted by applicable law, and notwithstanding any other provision of these Terms:
    1. Exclusion of Damages. In no event will either Party or its Affiliates be liable to the other Party or its Affiliates for any incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
    2. Total Liability. In no event will either Party’s or its Affiliates’ total liability to the other Party or its Affiliates for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $50,000 (USD).
  15. PREVIEWS. Snowflake may from time to time make available to Consumer Previews, as may be identified through the release notes and generally identified in the Supplemental Documentation. No information or advice, whether oral or written, obtained from Snowflake or through the Previews will create any warranty. Consumer may use Previews solely for internal evaluation purposes and will not use Previews to process Personal Information, Sensitive Personal Information, or other data that is subject to any compliance or legal requirements. Snowflake may change or discontinue Previews at any time without notice. Snowflake may choose not to make a Preview generally available. Snowflake may use information about Consumer’s use and evaluation of Previews for Snowflake’s product improvement and development. Non-public information about a Preview is deemed to be the Confidential Information of Snowflake.
  16. GENERAL TERMS.
    1. Assignment. These Terms will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign these Terms without the advance written consent of the other Party, except that either Party may assign these Terms in their entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities to such Party’s successor; and Snowflake may assign these Terms in their entirety to any Affiliate without restriction. Each Party shall promptly provide notice of any such assignment (which for Snowflake, may be provided by posting a notice on the Marketplace, notwithstanding Section 16.7 (Notices)). Any attempt to transfer or assign these Terms except as expressly authorized under this Section 16.1 will be null and void.
    2. Subcontracting. Either Party may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that each Party remains responsible for the performance of each such subcontractor or third-party provider.
    3. Snowflake Affiliates. While Snowflake remains fully liable and responsible for all Snowflake obligations under these Terms, the Parties acknowledge that certain obligations under these Terms may be fulfilled by Snowflake’s Affiliates.
    4. Severability and Interpretation. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of these Terms. The term “including” and its derivatives will be interpreted to mean “including without limitation.”
    5. Confidentiality. Each Party (as the “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other Party (the “Disclosing Party”) for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to or have signed a confidentiality agreement with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information including an opportunity for the Disclosing Party to seek redactions or protective orders to prevent against disclosure. If the Receiving Party is a governmental entity and reasonably determines that it is required to disclose or otherwise release Snowflake Confidential Information pursuant to applicable freedom of information laws or regulations, including, for example, the U.S. Freedom of Information Act, 5 U.S.C. 552, then Snowflake shall have the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
    6. Governing Law, Jurisdiction, and Venue. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both Parties hereby submit to the personal jurisdiction of such courts.
    7. Notices. All notices must be in writing (in English) and addressed to the Parties via email: (i) for Snowflake, notices must be sent to legalnotices@snowflake.com, unless indicated otherwise herein; and (ii) for Consumer, to the email address of an Org Admin as configured in the Service, or if no such email is configured in the Service, Consumer’s product notification email address as configured in the Service. and, if neither email is configured in the Service, Consumer acknowledges that the means of notice shall be at Snowflake’s reasonable discretion and Snowflake’s ability to timely notify shall be negatively impacted. Notices will be deemed to have been received by the addressee upon the day of sending by email. Snowflake may change its email address for notices under these Terms by providing Consumer written notice in accordance with this Section 16.7. Consumer may change its email address for notices by updating it within the Service.
    8. Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on the Snowflake website. For material changes or changes that may have material impact on Consumer, Snowflake will provide reasonable notice to Consumer in accordance with Section 16.7 (Notices). For any changes which may cause Consumer to be in noncompliance with these Terms, Snowflake will provide 30 days written notice prior to the effective date of such changes, in accordance with Section 16.7 (Notices). Consumer’s sole and exclusive remedy if it does not agree to any updates or changes to these Terms will be to terminate these Terms in accordance with Section 10.1 (Term). Consumer’s failure to terminate these Terms within ten days after any change will constitute Consumer’s consent to such change.
    9. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving Party.
    10. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties in connection with Consumer’s use of the Listing Functionality as a Listing Consumer and supersede and cancel all previous written and oral agreements, understandings and communications relating to the subject matter in these Terms. Each Party represents that, in connection with the Listing Functionality, it has not relied on any term or representation not contained in these Terms. Any Consumer, including any Consumer that is a U.S. Governmental Entity, that is subject to any additional requirements or terms and conditions (whether by way of applicable law, statute, rules, regulations and/or policy (“Additional Terms”)) that conflict with these Terms or otherwise impose additional obligations or restrictions on Snowflake, is prohibited from use of all Listing Functionality unless approved by Snowflake in writing. Snowflake reserves the right to immediately terminate any such unauthorized use of the Listing Functionality. Should Additional Terms apply, please reach out to Snowflake at snowflakepubseccontracts@snowflake.com for additional information.
    11. Export Control. Consumer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Consumer: (i) represents and warrant that Consumer is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country, or part thereof, that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) will not (and will not permit any third parties to) access or use the Listing Functionality in violation of any U.S. export embargo, prohibition or restriction; and (iii) will not submit or pass through the Listing Functionality any information that is controlled under the U.S. International Traffic in Arms Regulations.
    12. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay any applicable Product Cost(s), Fees, and Taxes) if the delay or failure results from any cause beyond such Party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
    13. Independent Contractors. The Parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf unless agreed otherwise. Neither Party’s employees are eligible for any form or type of benefits, including health, life, or disability insurance, offered by the other Party to its employees.
  17. DEFINED TERMS.
    1. “Account(s)” means Consumer’s account(s) in the Service as described in the Customer Agreement.
    2. “Additional Terms” has the meaning set forth in Section 16.10 (Entire Agreement).
    3. “Affiliate” means (a) for Consumer, any entity that directly or indirectly controls, is controlled by, or is under common control with Consumer, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Consumer; and (b) for Snowflake, the Authorized Snowflake Affiliates set forth at https://www.snowflake.com/en/legal/privacy/snowflake-sub-processors/.
    4. “AI Technology” has the meaning set forth in Section 11 (Representations and Warranties).
    5. “Authorized Users” means employees and contractors of Consumer who are authorized by Consumer to use the Listing Functionality.
    6. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party.
    7. “Consumer” means the person or entity accepting these Terms and includes, as applicable, U.S. Governmental Entities.
    8. “Customer Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), entered into by and between Consumer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
    9. “Disclosing Party” has the meaning set forth in Section 16.5 (Confidentiality).
    10. “Effective Date” means the date on which Consumer’s Org Admin accepted these Terms in accordance with Section 1.4 (Important Terms).
    11. “Excluded Claims” means obligations and claims based on: (a) a Party’s payment obligations under these Terms; (b) a Party’s express obligations under Section 12 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., U.S. tort claims for gross negligence and intentional misconduct).
    12. “Indemnified Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    13. “Indemnifying Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    14. “Invoicing Party” means the party that provides a Product Invoice to Consumer in accordance with Section 6.2 (Invoices and Product Cost).
    15. “Listing Consumer” means Consumer and any other customer or potential customer of a Listing Provider that has been authorized to access, use, and, if applicable, purchase such Listing Provider’s Products using the Listing Functionality.
    16. “Listing Functionality” means functionality that permits Listing Providers to offer data, software, or services to Listing Consumers, as described in the Supplemental Documentation, and any derivative works, modifications, updates, or improvements thereto.
    17. “Listing Information” means information about a Product, including title, description, any applicable metadata, any information made available via a data dictionary (including any samples of the Product that are made available), the Listing Provider’s branding, name, logo, and trademarks, the branding, name, logo, and trademarks of any third party on whose behalf the Listing Provider makes a Product available, Product Cost, Video Content, and other information provided by the Listing Provider and made available to Consumer using the Listing Functionality.
    18. “Listing Provider” means an entity (which may include Snowflake customers or Snowflake) who lists and makes available its Products to Listing Consumers using the Listing Functionality.
    19. “Listing Provider Materials” means all information, data, content, and other materials, in any form or medium, that are submitted, posted, collected, transmitted, or otherwise provided or made available by or on behalf of a Listing Provider or an Authorized User using the Listing Functionality or to Snowflake in connection with Listing Provider and its Authorized Users’ use of the Listing Functionality, but excluding, for clarity, any information, data, content, or materials owned or controlled by Snowflake and made available by Snowflake through the Listing Functionality. For greater certainty, Listing Provider Materials include Products, and Listing Information.
    20. “Listing Usage Data” means usage data and operations data in connection with Consumer’s use of the Listing Functionality and Provider Materials, including metadata.
    21. “Marketplace” means the Snowflake marketplace described in the Supplemental Documentation.
    22. “MP Drawdown Program” has the meaning set forth in the “Supplemental Snowflake Marketplace Capacity Drawdown Program Terms.”
    23. “Org Admin” means an individual authorized by Consumer to: (i) maintain the organization administrator system role for the Service and the Listing Functionality; (ii) manage operations at the organization level; and (iii) accept these Terms on behalf of Consumer.
    24. “Parties” means Snowflake and Consumer collectively.
    25. “Party” means Snowflake or Consumer individually, as required by the context of its use.
    26. “Payment Period” means the payment schedule or due date as stated on the Transaction’s Product Invoice.
    27. “Payment Processing” has the meaning set forth in Section 6.6 (Payment Processor).
    28. “Payment Processor” means the third-party payment processor, Stripe Inc. (“Stripe”) or such other third-party payment processor as Snowflake may designate from time to time. Stripe’s website is available at https://stripe.com/ (or such successor URL as may be designated by Stripe) and Stripe’s privacy policy is available at https://stripe.com/us/privacy (or such successor URL as may be designated by Stripe).
    29. “Personal Information” means (i) any information, including opinions, relating to an identified or identifiable natural person, or that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with such a person or their household; and (ii) any similar terms defined under data protection laws, such as ‘personal data’ or ‘personally identifiable information.’
    30. “Previews” means preview, beta, or other pre-general availability release of integrations and features for the Listing Functionality that are offered by or on behalf of Snowflake.
    31. “Processor Agreement” has the meaning set forth in Section 6.6 (Payment Processor).
    32. “Product” means data, software, or services listed by or on behalf of a Listing Provider for sharing with Listing Consumers using the Listing Functionality.
    33. “Product Agreement” means the terms between Consumer and a Listing Provider for a Transaction.
    34. “Product Cost” means the amount (calculated by time and/or usage) specified by a Listing Provider for a Transaction pursuant to the applicable Product Agreement and any applicable terms in the Listing Information.
    35. “Product Invoice” has the meaning set forth in Section 6.2 (Invoices and Product Cost).
    36. “Provider Policies” means the provider policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
    37. “Provider Terms of Service” means the Snowflake Provider Terms of Service located at www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake).
    38. “Receiving Party” has the meaning set forth in Section 16.5 (Confidentiality).
    39. “Sensitive Personal Information” means (i) Personal Information that is not publicly available and includes or reveals any of the following: Social Security number, driver’s license, state identification card, tax identification number, passport number, military identification number, or other unique identification number issued on a government document commonly used to verify the identity of a specific individual; account log-in, financial account, debit card or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; economic position; consumer reports (as defined under the Fair Credit Reporting Act); precise geolocation; contents of mail, email, and text messages; racial or ethnic origin, political opinions, religious or philosophical beliefs, or citizenship or immigration status; trade union membership; genetic data; biometric data, such as a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry; health or medical data; health insurance information; data concerning a natural person’s sex life or sexual orientation; or Personal Information of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal data’ or ‘sensitive personally identifiable information.’
    40. “Service” means the software-as-a-service offering made generally available by Snowflake as defined in the Customer Agreement, which for clarity, excludes the Listing Functionality.
    41. “Snowflake” has the meaning set forth in Section 1.1 (Introduction).
    42. [RESERVED]
    43. “Supplemental Documentation” means the current technical documentation and usage guides for the Listing Functionality, made available at https://other-docs.snowflake.com/ (or such successor URL as may be designated by Snowflake).
    44. “Supplemental Snowflake Marketplace Capacity Drawdown Program Terms” means the terms governing the MP Drawdown Program located at https://www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake).
    45. “Taxes” means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income of Snowflake.
    46. “Term” has the meaning set forth in Section 10.1 (Term).
    47. “Terms” means these Snowflake Consumer Terms of Service, made available at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), which may be updated from time to time in accordance with Section 16.8 (Changes to Terms).
    48. “Transaction” means any access, use, or purchase of a Product granted by a Listing Provider to Consumer.
    49. “U.S. Government Consumer Amendment” has the meaning set forth in Section 1.1 (Important Terms).
    50. “U.S. Governmental Entity” means an agency of the federal government of the United States of America, or any government of any state thereunder. If the U.S. Governmental Entity is a state government or an agency of a state government, then references to federal law or regulations shall be replaced with a reference to the corresponding state law or regulation if such exists.
    51. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Consumer is legally registered and the Listing Functionality is used for business purposes.
  18. REGIONAL TERMS.
    1. Choice of Language. The Parties have requested that these Terms and all related documents be drawn up in English only.
      1. Les Parties souhaitent que les présentes Conditions et tous les documents connexes soient rédigés en anglais uniquement.

U.S. GOVERNMENT CONSUMER AMENDMENT
TO SNOWFLAKE CONSUMER TERMS OF SERVICE

This U.S. Government Consumer Amendment (this “U.S. Government Consumer Amendment”) to the Snowflake Consumer Terms of Service (as updated from time to time, the “Terms”) by and between Snowflake Inc. (“Snowflake”) and the U.S. Governmental Entity accepting the Terms and this U.S. Government Consumer Amendment (“Consumer”) is effective as of the Effective Date of the Terms. Unless otherwise defined in this U.S. Government Consumer Amendment, all capitalized terms used herein will have the meanings ascribed to them in the Terms. The parties agree as follows:

  1. CUSTOMER AGREEMENT. Consumer understands and agrees that use of the Listing Functionality as a Listing Consumer is contingent upon there being a valid Customer Agreement in effect throughout its use of the Listing Functionality as a Listing Consumer.
  2. IMPORTANT TERMS. Section 1.5 (Important Terms) of the Terms is hereby deleted in its entirety and replaced with the following:

    “1.5. By indicating acceptance of these Terms or engaging in Transactions, Consumer is accepting all the terms and conditions of these Terms on behalf of the Consumer’s entity or ordering activity and not in his or her own individual capacity.”

  3. FEES AND PAYMENTS. Section 6.4 (Payments) of the Terms is hereby deleted in its entirety and replaced with the following:

    “6.4. Payments. All payments made under these Terms to Snowflake as the Invoicing Party will be made in U.S. dollars to an account designated by Snowflake, or such other payment method mutually agreed upon by the Parties, and will be non-refundable. To the extent there are any payment disputes (including any refund requests or other payment requests) between Consumer and a Listing Provider, any settlements of such disputes must be agreed upon directly between Consumer and the Listing Provider. In the event of a dispute between Consumer and a Listing Provider, Consumer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation. Consumer represents and warrants that Consumer has the right to use any payment method that Consumer submits in connection with a Transaction. Any disputed amounts due to Snowflake by Consumer will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

  4. FEES AND PAYMENTS. Section 6.7 (No Set-Off) of the Terms is hereby deleted in its entirety and replaced with the following:

    “6.7. No Set-Off. [RESERVED].”

  5. TAXES. Section 7 (Taxes) of the Terms is hereby deleted in its entirety and replaced with the following:

    “7. TAXES. [RESERVED].”

  6. TERM AND TERMINATION. Section 10.3 (Effect of Termination) of the Terms is hereby deleted in its entirety and replaced with the following:

    “10.3. Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Consumer’s abilities to access and use the Listing Functionality, including the abilities to access, use, and, if applicable, purchase Listing Provider Materials, as set forth in Section 5 (Access to Listing Provider Materials); and (ii) Consumer will, and will ensure its Authorized Users, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Consumer for any limitation, termination, or suspension of access to or use of the Listing Functionality, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Consumer to any refund; or (iii) affect Consumer’s obligation to pay all Product Costs and Taxes that may have become due or otherwise accrued through the date of limitation, suspension, or termination. Any disputes related to the U.S. Government Amendment and the Terms will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

  7. INDEMNIFICATION. Section 12 (Indemnification) of the Terms is hereby deleted in its entirety and replaced with the following:

    “12. INDEMNIFICATION.
    12.1. Indemnification by Snowflake. Snowflake will defend Consumer against any claim by a third party alleging that the Listing Functionality, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify Consumer for any damages, costs, and, if applicable, attorneys’ fees finally awarded against Consumer or agreed in settlement by Snowflake resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Consumer’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Listing Provider Materials), either alone or in combination with the Listing Functionality.
    12.2. Indemnification by Consumer. [RESERVED]
    12.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 12, Consumer (the “Indemnified Party”) will: (i) promptly notify Snowflake (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party the right to control the investigation, defense, and settlement (if applicable) of such claim at the Indemnifying Party’s sole cost and expense; and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this Section 12 shall not relieve the Indemnifying Party of its obligations under this Section 12. However, the Indemnifying Party shall not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with this Section 12. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 12 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party’s prior written consent. In the event of a dispute between Snowflake and Consumer under this Section 12, Consumer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

  8. WARRANTY AND DISCLAIMER. Section 13 (Warranty and Disclaimer) of the Terms is hereby deleted in its entirety and replaced with the following:

    “13. WARRANTY AND DISCLAIMER. Subject to Section 15 (Previews), Snowflake warrants that the Listing Functionality will work in substantial conformity with the Supplemental Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Listing Functionality is provided to Listing Providers and Consumer on an as-is and as-available basis and, except as set forth in the immediately preceding sentence, Snowflake makes no representations or warranties of any kind, implied or expressed, with respect to the Listing Functionality, including warranties of title or non-infringement, which are disclaimed. Snowflake does not represent or warrant that the use of the Listing Functionality will be uninterrupted or error-free. Although Snowflake attempts to make use of the Listing Functionality safe, Snowflake cannot and does not represent or warrant that Listing Provider Materials offered using the Listing Functionality are free of harmful content or materials. Notwithstanding the foregoing, in the event of a dispute between Snowflake and Consumer under this Section 13, Consumer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

  9. LIMITATIONS OF LIABILITY. Section 14 (Limitations of Liability) of the Terms is hereby deleted in its entirety and replaced with the following:

    “14. LIMITATIONS OF LIABILITY. Except with respect to Excluded Claims, to the maximum extent permitted by applicable law, and notwithstanding any other provision of these Terms:
    14.1. Exclusion of Damages. In no event will either Party be liable to the other Party or any third party for any incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
    14.2. Total Liability. In no event will either Party’s total liability to the other Party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $50,000 (USD).”

  10. GENERAL TERMS. Section 16.1 (Assignment) of the Terms is hereby deleted in its entirety and replaced with the following:

    “16.1. Assignment. Snowflake may, in accordance with FAR § 42.12, assign this Agreement to any Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Consumer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Snowflake’s prior written consent (not to be unreasonably withheld). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.”

  11. GENERAL TERMS. Section 16.6 (Governing Law, Jurisdiction, and Venue) of the Terms is hereby deleted in its entirety and replaced with the following:

    “16.6. Governing Law, Jurisdiction, and Venue. Where Consumer is a U.S. Federal entity, these Terms will be governed by federal law and where Consumer is a U.S. State entity, these Terms will be governed by the applicable U.S. State law.”

  12. DEFINED TERMS. Section 17 (Defined Terms) of the Terms is hereby modified as follows:
    1. Section 17.8 (Customer Agreement) is hereby deleted in its entirety and replaced with the following:

      “17.8. “Customer Agreement” means that separate written software-as-a-service or cloud agreement governing the use of the Service between Consumer and Snowflake, one of Snowflake’s Affiliates, or an authorized Snowflake Reseller.”

    2. A new Section 17.42 (Snowflake Reseller) is added as follows:

      “17.42. “Snowflake Reseller” means a distributor or reseller authorized to resell the Service to U.S. Governmental Entities.”

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