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This is an archived version of our Snowflake Provider and Consumer Terms of Service dated October 9, 2023. View the current version here.

  1. INTRODUCTION.
    1. These Terms are entered into by and between Snowflake Inc. (“Snowflake”) and Listing Participant to govern Listing Participant’s use of the Listing Functionality as a Listing Provider and/or a Listing Consumer (as applicable). Where Listing Participant is a U.S. Governmental Entity, these Terms are modified by the terms and conditions set forth in the U.S. Government Amendment available at www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake) (“U.S. Government Amendment”). Where there is any inconsistency or conflict between these Terms and the U.S. Government Amendment, the terms and conditions of the U.S. Government Amendment shall prevail with respect to a U.S. Governmental Entity’s use of the Listing Functionality as a Listing Participant.
    2. Listing Participant’s use of the Service and any Account(s) is governed by Listing Participant’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.
    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 Listing Participant to charges for those features as set forth in Listing Participant’s Customer Agreement. Notwithstanding the foregoing, the Listing Functionality is not part of the Service.
    4. To the extent Listing Participant’s Customer Agreement does not include these Terms, Listing Participant’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 Listing Participant. Without limiting Section 15.10 (Entire Agreement), as of the Effective Date, prior agreements covering Listing Participant’s use of the Listing Functionality are hereby terminated and superseded by these Terms.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 Listing Participant and Snowflake.
    6. If Listing Participant purchased the Service through a reseller, Listing Participant will continue to pay such reseller for the Service. However, Listing Participant’s use of the Listing Functionality, including any payments related to the Monetization Offering or the Product Cost (as applicable), will be subject to these Terms.
    7. If Listing Participant’s billing address is not in the United States, additional, jurisdiction-specific, terms may apply to Listing Participant’s use of the Listing Functionality. The Snowflake Listing Functionality Regional Terms available at www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake) (“Regional Terms”) sets forth additional terms that apply to Listing Participant’s use of the Listing Functionality in certain jurisdictions outside the United States. To the extent Listing Participant’s billing address is in a jurisdiction listed in the Regional Terms, the relevant regional terms therein apply to Listing Participant’s use of the Listing Functionality in addition to these Terms.
  2. DEFINITIONS. The definitions in Section 16 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
  3. APPLICATION OF TERMS.
    1. Listing Participant can use the Listing Functionality:
      1. as a Listing Provider, to offer its Listing Provider Materials to one or more Listing Consumers; and/or
      2. as a Listing Consumer, to access, use, and, if applicable, purchase Products made available by Listing Providers.
    2. All Product Agreements entered into by a Listing Participant for Transactions are between Listing Participant and the relevant Listing Provider or Listing Consumer (as applicable). Except as stated otherwise in Section 1.2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), Snowflake is not acting as an agent in any capacity for any Listing Provider.
  4. DISCOVERING AND USING PRODUCTS AS A LISTING CONSUMER. If Listing Participant is using the Listing Functionality as a Listing Consumer, the following provisions will apply:
    1. General. The Listing Functionality provides Listing Participant with the abilities to access, use, and if applicable, purchase, Listing Provider Materials as a Listing Consumer 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 Listing Participant. Subject to Section 4.5 (Snowflake as Listing Provider), 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, Listing Participant’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 Listing Participant, 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. Subject to Section 4.5 (Snowflake as Listing Provider), Snowflake is not responsible for, and has no ability to grant Listing Participant any use rights associated with, any Listing Provider Materials.
    3. Responsibility for Listing Provider Materials. The Listing Provider is solely responsible and liable for its Listing Provider Materials, and, subject to Section 4.5 (Snowflake as Listing Provider), 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). Subject to Section 4.5 (Snowflake as Listing Provider), Snowflake is under no obligation to review, accept or deny, monitor, or otherwise control the content of any Listing Provider Materials. Listing Participant acknowledges that, subject to Section 4.5 (Snowflake as Listing Provider), the Listing Provider, not Snowflake, is responsible for addressing any claims relating to the Listing Provider Materials or Listing Participant’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 a Listing Consumer and a Listing Provider and will be governed by a Product Agreement. Snowflake does not guarantee to any Listing Consumer that attempts to enter into a Transaction will be accepted or approved by any Listing Provider. Subject to Section 4.5 (Snowflake as Listing Provider), Snowflake is not a party to such Product Agreement or responsible for the delivery of any Product.
    5. Snowflake as Listing Provider. Snowflake may provide or sell its own Products using the Listing Functionality as a Listing Provider. Notwithstanding anything in these Terms to the contrary, to the extent that Snowflake acts as a Listing Provider, the rights and obligations of Snowflake with respect to Snowflake’s Listing Provider Materials will be governed by the applicable Product Agreement and not these Terms.
    6. 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.
    7. Access to Listing Provider Materials. Listing Participant acknowledges and agrees that: (i) Snowflake may at any time limit, suspend, or terminate Listing Participant’s and any Listing Provider’s abilities to access or use the Listing Functionality, subject to Section 10.3 (Termination by Snowflake), including, subject to Section 4.5 (Snowflake as Listing Provider), the abilities to access, use, purchase, and share, as applicable, Listing Provider Materials using the Listing Functionality; and (ii) Listing Providers may at any time stop using the Listing Functionality to share their Listing Provider Materials, subject to the terms applicable to the Listing Provider in these Terms, the Listing Provider Policies, the applicable Product Agreement, and any other existing obligations between Listing Participant and the Listing Provider; in each case without liability to Snowflake (subject to Section 4.5 (Snowflake as Listing Provider)), 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 terms applicable to the Listing Provider in these Terms, or due to Listing Participant’s or the Listing Provider’s breach of Snowflake terms and policies.
    8. Compliance with Applicable Law. Listing Participant represents and warrants that it will comply with all applicable laws in connection with using the Listing Functionality as a Listing Consumer, including in connection with all 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 Listing Participant, Listing Participant acknowledges and agrees that (i) Listing Participant is responsible for all actions, inactions, results, decisions, and consequences arising from Listing Participant’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
  5. LISTING CONSUMERS – FEES AND PAYMENTS. If Listing Participant is using the Listing Functionality as a Listing Consumer, the following provisions will apply:
    1. Snowflake Fees. Snowflake does not currently charge for access to or use of the Listing Functionality, but Listing Participant’s use of the Service, including querying or making other use of any Products in Listing Participant’s Account(s), will incur fees in accordance with Listing Participant’s Customer Agreement.
    2. Invoices and Product Cost. If Listing Participant purchases a Product using the Listing Functionality, Listing Participant 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), Listing Participant may be issued a Product Invoice for such Product Cost (and, subject to Section 5.8 (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”). Listing Participant 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 Listing Participant issues a purchase order for the Product Invoice and Snowflake is the Invoicing Party, then: (i) any such purchase order submitted by Listing Participant 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 Listing Participant 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 Listing Participant and a Listing Provider, any settlements of such disputes must be agreed upon directly between Listing Participant and the Listing Provider. Listing Participant represents and warrants that Listing Participant has the right to use any payment method that Listing Participant 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. Listing Participant will reimburse Snowflake for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting from Listing Participant overdue amounts payable hereunder.
    5. Snowflake Marketplace Capacity Drawdown Program. In cases where Listing Participant has elected to use the MP Drawdown Program for the purchase of any Products, Listing Participant’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 5.8 (Taxes), any Taxes) in accordance with the Product Invoice. Payment Processor carries out the Payment Processing for these Transactions and sends the Product Invoice to Listing Participant as described in the Supplemental Documentation. By agreeing to these Terms and entering a Transaction with a Listing Provider, Listing Participant acknowledges and agrees that Snowflake may enroll Listing Participant with the Payment Processor in accordance with the Supplemental Documentation and, as part of that enrollment process, Snowflake will provide Listing Participant’s billing information on file with Snowflake to the Payment Processor. Listing Participant’s use of the Payment Processing services is subject to 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, Listing Participant’s payment of the Product Cost (and, subject to Section 5.8 (Taxes), any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment of such amount by Listing Participant to the Listing Provider.
    7. No Set-Off. Listing Participant 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.
    8. Taxes. Product Costs do not include Taxes. Listing Participant is responsible for paying all Taxes associated with the Transactions, including Listing Participant’s access, use, and purchase of any Listing Provider’s Product. For any Transactions, the applicable Listing Provider is solely responsible for managing the collection, remittance, and reporting of any Taxes in connection with its Product and the associated Transactions. If Snowflake has the legal obligation to pay or collect Taxes for which Listing Participant is responsible under this Section 5.8, Snowflake will invoice Listing Participant and Listing Participant will pay that amount unless Listing Participant provides Snowflake with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Snowflake, except as required by applicable law, in which case Listing Participant will increase the amount payable as necessary so that, after making all required deductions and withholdings, Snowflake receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Snowflake’s request, Listing Participant will provide to Snowflake its proof of withholding tax remittance to the respective tax authority. The VAT/GST Registration Number provided by Listing Participant shall be used to confirm the business use of the Listing Functionality.
  6. LISTING PROVIDERS – GENERAL RESPONSIBILITIES. If Listing Participant is using the Listing Functionality as a Listing Provider, the following provisions will apply:
    1. General. The Listing Functionality provides Listing Participant with the abilities to provide and sell Listing Provider Materials as a Listing Provider in accordance with these Terms, the Supplemental Documentation, the Listing Provider Policies, and any applicable terms and conditions included in, or provided with, the Listing Information or otherwise agreed to by Listing Participant.
    2. Compliance with Policies. Listing Participant will comply with the Listing Provider Policies.
    3. Listing Provider Materials. Listing Participant is solely responsible for its Listing Provider Materials (including the accuracy, content, and legality of such Listing Provider Materials), and Snowflake bears no responsibility or liability for such Listing Provider Materials. Listing Participant represents and warrants that it has all necessary rights and permissions to provide and, if applicable, license and sell the Listing Provider Materials to Snowflake and Listing Consumers as contemplated in these Terms.
    4. Publishing Listing Information. Listing Participant must submit to Snowflake the Listing Information when offering a Product to Listing Consumers. Listing Participant is responsible for confirming that the Listing Information accurately describes its Product and that both comply with these Terms and the Listing Provider Policies.
    5. Review. Snowflake may, in its sole discretion, require Listing Participant to submit the Listing Information and Product to Snowflake for review prior to publishing the Listing Information or making any updates or changes to the Listing Information or Product (each, a “Snowflake Review”). As part of each Snowflake Review, Snowflake may scan the Listing Information and Product for abuse and security-related issues and assess the accuracy of the descriptions in the Listing Information. Snowflake shall have no responsibility or liability for any rejection of the Listing Information or Product, or its failure to identify any deficiencies or problems of any type with either the Listing Information or Product, including, but not limited to, issues related to compliance with applicable terms or law. Listing Participant may not advertise or rely on any Snowflake Review as part of its own compliance or marketing activities.
    6. Support. Listing Participant acknowledges and agrees that: (i) Listing Participant is 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 the Product Agreements and Listing Provider Materials, including any inquiries or requests related to quality, content, errors, or refunds; (ii) Snowflake will refer all such matters to Listing Participant; (iii) Listing Participant will handle such matters regarding the Listing Provider Materials and the Product Agreements, including as may arise in connection with any use of a Product; in each case, unless such matters are solely caused by breach of the Terms by Snowflake; and (iv) Listing Participant will provide and maintain its contact information in the Listing Information and will be reasonably available to Listing Consumers for all such inquiries and requests on a regular basis.
    7. Compliance with Applicable Law. Listing Participant represents and warrants that it will comply with all applicable laws in connection with using the Listing Functionality as a Listing Provider, including in connection with all Transactions and Listing Provider Materials.
    8. Product Agreement. Prior to executing any Transaction with a Listing Consumer, Listing Participant shall enter into a Product Agreement with the relevant Listing Consumer. Each Product Agreement that Listing Participant enters into with a Listing Consumer will be between Listing Participant (as Listing Provider) and the applicable Listing Consumer only. Under no circumstances shall Snowflake be a party to any such Product Agreement unless Snowflake is the Listing Consumer. Listing Participant acknowledges and agrees that it, and not Snowflake, will be responsible for performing the obligations of any Product Agreements with Listing Consumers, and Snowflake disclaims all responsibility and liability arising from or related to any Product Agreement, unless Snowflake is the Listing Consumer. Each Product Agreement must include, at a minimum, terms providing that: (i) the agreement is solely between Listing Participant and the Listing Consumer, and not Snowflake (except where Snowflake is the Listing Consumer); and (ii) Listing Participant is solely responsible and liable for the Listing Provider Materials and obligations under the Product Agreement, including any maintenance and support services.
    9. Listing Consumer Use. Listing Participant acknowledges that Snowflake has no control over or responsibility for how Listing Consumers use Listing Provider Materials. Snowflake is under no obligation to monitor or otherwise limit Listing Consumers’ use of any Listing Provider Materials, including use of any database functions in a Product or use of any information from a Product. Listing Participant’s recourse for any actual or apparent misuse of Listing Provider Materials by a Listing Consumer shall be solely recoverable against the applicable Listing Consumer.
    10. Third-Party Notices. If applicable, Listing Participant will promptly handle any takedown requests, and other notices of alleged infringement or illegality, or violation of third-party rights relating to the Listing Provider Materials, as necessary to comply with applicable law, and will promptly notify Snowflake of any such requests or notices.
    11. Breach Notifications. If Listing Provider notifies Listing Consumer(s) or data subject(s) of a security incident or breach related to its Listing Provider Materials, it will first alert Snowflake at security@snowflake.com.
    12. Export Control. Listing Participant agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Listing Participant acknowledges that the Listing Functionality is available in countries around the world (excluding countries, or parts thereof, that are subject to a complete U.S. government embargo) and that Listing Participant has all rights needed for Listing Participant and Snowflake to make Listing Participant’s Listing Information and Products available using the Listing Functionality for use by Listing Consumers in such countries. Without limiting the foregoing, Listing Participant: (i) represents and warrants that it 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
  7. MONETIZATION OFFERING. Listing Participants that are using the Listing Functionality as a Listing Provider are able to use a Listing Participant-controlled offering that allows for the invoicing and collection of payments with respect to Products (the “Monetization Offering”). If a Listing Participant is using the Monetization Offering, the terms attached in Exhibit A (Monetization Offering Terms) of these Terms apply.
  8. PERSONAL DATA. If Listing Participant is using the Listing Functionality as a Listing Provider, the following provisions apply:
    1. Personal Data Provided by Snowflake. For any Personal Data that is provided to Listing Participant by or on behalf of Snowflake, or otherwise collected by Listing Participant from Snowflake or from the Listing Functionality, Listing Participant agrees that it, and all third parties and Affiliates (as applicable) who are provided or otherwise process the Personal Data, shall: (i) not Sell, Combine, or Share the Personal Data, (ii) not use the Personal Data in a manner that could cause any exchange of the Personal Data to qualify as a Sale or Share of such Personal Data, (iii) only use the Personal Data for Transactions and, if Listing Participant has obtained all required consents, marketing communications limited to Products, in each case, in accordance with Listing Participant’s public-facing privacy notice and applicable law, (iv) keep the Personal Data secure, using industry-standard or better measures, and (v) cooperate with Snowflake in the satisfaction of any related data subject requests. Further transfers of the Personal Data by Listing Participant (if any) must comply with all applicable laws and regulations governing such transfer, including any required data subject notice and/or consent. Listing Participant shall provide Snowflake a link to Listing Participant’s public-facing privacy notice when requested and such link may be included on any Snowflake site where Personal Data of a Listing Consumer is collected by or on behalf of Listing Participant in connection with a Transaction. Listing Participant shall use commercially reasonable efforts to ensure such link remains up-to-date and operational.
    2. Personal Data Provided by Listing Provider. Listing Participant shall not disclose or reveal Sensitive Personal Data to Listing Consumers in any Listing Provider Materials offered to Listing Consumers publicly via the Marketplace. If any Personal Data is included within the Listing Provider Materials, Listing Participant represents and warrants that it complies with all applicable laws, including that Listing Participant (i) collects, discloses, transfers, and maintains the Personal Data in accordance with such laws (e.g., obtaining any required consents), (ii) enters into any legally required terms with Listing Consumers prior to a Transaction, and (iii) satisfies any applicable data subject request or notification required by applicable law.
  9. LICENSES AND OWNERSHIP; FEEDBACK.
    1. Snowflake Rights. The Parties acknowledge and agree that the Listing Functionality, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein (other than Listing Provider Materials), is owned by Snowflake or Snowflake’s licensors and is protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Listing Functionality are reserved by Snowflake or Snowflake’s licensors, as applicable. Subject to Listing Participant’s compliance with these Terms, Listing Participant is hereby granted a limited, non-transferable, non-sublicensable, non-exclusive license for the Term to access and use the Listing Functionality.
    2. Listing Information and Listing Provider Materials. If Listing Participant is using the Listing Functionality as a Listing Provider, the following provisions apply:
      1. Listing Information. Subject to these Terms and solely in connection with Snowflake operating, improving, and marketing its products and services, Listing Participant hereby grants to Snowflake a non-exclusive, worldwide, royalty-free license to process, modify, create derivative works of, display, and make available the Listing Information via the Marketplace and Snowflake’s website consistent with Listing Participant’s selected Listing Consumer audiences, which may be: (i) all Listing Consumers; or (ii) select Listing Consumers designated by Listing Participant. Further, if Listing Participant chooses to make the Listing Information publicly visible to all Listing Consumers, Listing Participant hereby grants to Snowflake a non-exclusive, worldwide, royalty-free license to process, modify, create derivative works of, display, and make available the Listing Information in the Marketplace, Snowflake’s website, and Snowflake’s marketing materials in connection with identifying Listing Participant (if applicable), and any third parties on whose behalf Listing Participant makes a Product available, as a Listing Provider. For the avoidance of doubt, to the extent that Listing Participant provides Snowflake with any videos, video links, or video URLs (“Video Content”) as part of the Listing Information, the license grant in this Section 9.2.1 will extend to embedding such Video Content in connection with operating, improving, and marketing the Listing Functionality.
      2. Listing Provider Materials. Listing Participant hereby authorizes Snowflake to process, display, and make available the Listing Provider Materials only to the extent necessary to perform its obligations, including to address service or technical problems, under these Terms and to exercise its rights under Section 9 (Licenses and Ownership; Feedback) and Section 1.2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms). The Parties acknowledge that, in the event of any third-party claims that the Listing Provider Materials or a Listing Consumer’s possession and use of the Listing Provider Materials infringe such third party’s intellectual property rights, the applicable Listing Provider will be solely responsible for the investigation, defense, settlement, and complete resolution of any such claim.
    3. Information Disclosed to Listing Providers. If Listing Participant is using the Listing Functionality as a Listing Consumer and accesses, uses, or purchases Listing Provider Materials, Snowflake collects and may disclose to the relevant Listing Provider Listing Participant’s contact information as it exists in the user profile, general Account details, and details about the Transaction, including Listing Usage Data (which identify Listing Participant). 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 Listing Participant during the Transaction, including to market other Products offered by such Listing Providers using the Listing Functionality. Listing Participant 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.
    4. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, comments, or other feedback voluntarily provided by Listing Participant or by any Authorized Users relating to Snowflake’s products or services.
    5. Listing Usage Data. Listing Participant acknowledges and agrees that Snowflake may collect and use Listing Usage Data to develop, improve, support, and operate its products and services.
  10. TERM AND TERMINATION.
    1. Term. These Terms are effective as of the Effective Date and will continue until either Party provides the other Party written notice of termination or unless otherwise terminated in accordance with Section 10 of these Terms (the “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. If a Party provides notice of termination, that Party shall specify whether it is terminating the Terms (i) in whole, (ii) solely as to Listing Participant’s use of the Listing Functionality as a Listing Provider, or (iii) solely as to Listing Participant’s use of the Listing Functionality as a Listing Consumer.
    2. Termination by Listing Participant.
      1. With respect to Listing Participant’s use of the Listing Functionality as a Listing Provider: subject to these Terms, the Listing Provider Policies, and any existing obligations between Listing Participant and any Listing Consumer (including any refund requirements), Listing Participant may terminate these Terms by ceasing to use the Listing Functionality to share its Listing Provider Materials, including any associated Product.
      2. With respect to Listing Participant’s use of the Listing Functionality as a Listing Consumer: subject to these Terms and any existing obligations between Listing Participant and any Listing Provider, Listing Participant may terminate these Terms by ceasing to use the Listing Functionality to access, use, and, if applicable, purchase any Listing Provider Materials, including any associated Product.
    3. Termination by Snowflake. Although Snowflake has no duty or obligation to review, accept or deny, monitor, or otherwise control any Listing Provider Materials or use thereof, Snowflake reserves the right, without incurring any associated liability, to terminate these Terms and/or temporarily limit, suspend, or terminate Listing Participant’s access to or use of the Listing Functionality (and, if applicable, Listing Consumers’ access, use, and purchase of Listing Provider Materials) at any time, if Snowflake determines or reasonably suspects that: (i) Listing Participant is violating any applicable laws, policies, or agreements (including these Terms and, if applicable, the Listing Provider Policies); (ii) Listing Participant is abusing Snowflake’s services; or (iii) Listing Participant has created any legal, regulatory, security, or reputational risks for Snowflake. Snowflake may modify, obfuscate, or remove any Listing Information at any time if Snowflake determines that it: (i) does not comply with these Terms and/or the Listing Provider Policies; (ii) has created any legal, regulatory, security, or reputational risks for Snowflake; or (iii) is otherwise unlawful. Notwithstanding the foregoing, Snowflake is under no obligation to monitor Listing Participant’s compliance with these Terms or, if applicable, the Listing Provider Policies. This Section 10.3 does not create any private right of action on the part of any third party or any expectation that Listing Provider Materials shared using the Listing Functionality will not contain any content that is prohibited by these Terms or the Listing Provider Policies.
    4. Cure. Prior to exercising its rights under Section 10.3 (Termination by Snowflake), Snowflake will make commercially reasonable efforts to provide Listing Participant an opportunity to cure any such prohibited conduct, unless, in Snowflake’s opinion: (i) providing such a cure opportunity would be contrary to applicable law; (ii) the provision of such an opportunity, or failing to timely limit, suspend, or terminate Listing Participant’s access to or use of the Listing Functionality, would harm Snowflake, its customers, or any other third party; or (iii) the prohibited conduct is not reasonably capable of cure.
    5. Effect of Termination. Upon termination of these Terms:
      1. with respect to Listing Participant’s use of the Listing Functionality as a Listing Provider: Listing Participant will stop using the Listing Functionality to share any Listing Information with Listing Consumers. Further, Listing Participant will allow Listing Consumers who are accessing or using its Listing Provider Materials to continue to access and use the Provider Materials either (i) until the expiration or termination of the Product Agreement, or (ii) as described under the Listing Provider Policies in connection with the “dropping of a share.” The end of this time period will be the “Effective Termination Date.” For the avoidance of doubt, these Terms will continue in full force and effect until the Effective Termination Date. No termination will entitle Listing Participant to any refund or affect Listing Participant’s obligation to pay all Fees (as defined in Section 1.3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)) or affect Snowflake’s obligation to pay Listing Participant’s Net Payment (subject to Section 1.3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)) that became due or otherwise accrued through the Effective Termination Date.
      2. with respect to Listing Participant’s use of the Listing Functionality as a Listing Consumer: (i) Snowflake may limit, suspend, or terminate Listing Participant’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 4.7 (Access to Listing Provider Materials); and (ii) Listing Participant will, and will ensure its Authorized Users will, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Listing Participant 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 Listing Participant to any refund; or (iii) affect Listing Participant’s obligation to pay all Product Costs and Taxes due or otherwise accrued through the date of limitation, suspension, or termination.
    6. Survival. This Section 10 and the following sections will survive any termination of the Terms:
      1. (c) upon termination of Listing Participant’s use of the Listing Functionality as a Listing Provider: Sections 1 (Introduction); 6.9 (Listing Consumer Use); 6.10 (Third-Party Notices); 8.1 (Personal Data Provided by Snowflake); 9.4 (Feedback); 9.5 (Listing Usage Data); 12 (Indemnification); 13 (Warranty and Disclaimer); 14 (Limitations of Liability); 15 (General Terms); 16 (Defined Terms); and the following sections of Exhibit A (Monetization Offering Terms) if Listing Participant has used the Monetization Offering pursuant to Section 7 (Monetization Offering): 1.2 (Monetization Transaction; Appointment of Snowflake as Agent); 1.3 (Fees and Reports); and 1.4 (Taxes); and
      2. (d) upon termination of Listing Participant’s use of the Listing Functionality as a Listing Consumer: Sections 1 (Introduction); 4.7 (Access to Listing Provider Materials); 4.8 (Compliance with Applicable Law); 5 (Listing Consumers – Fees and Payments); 8.1 (Personal Data Provided by Snowflake); 9.3 (Information Disclosed to Listing Providers); 9.4 (Feedback); 9.5 (Listing Usage Data); 12 (Indemnification); 13 (Warranty and Disclaimer); 14 (Limitations of Liability); 15 (General Terms); and 16 (Defined Terms).
  11. PREVIEWS. From time to time, Snowflake may make Previews available to Listing Participant, 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. Listing Participant may use Previews solely for internal evaluation purposes and in accordance with the Preview Terms (located at www.snowflake.com/en/legal) and will not use Previews to process Personal Data, Sensitive Personal Data, 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 Listing Participant’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.
  12. INDEMNIFICATION.
    1. Indemnification by Snowflake. Snowflake will defend Listing Participant 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 Listing Participant for any damages and costs finally awarded against Listing Participant or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Listing Participant’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Listing Provider Materials (if applicable)), either alone or in combination with the Listing Functionality.
    2. Indemnification by Listing Participant.
      1. Where Listing Participant is using the Listing Functionality as a Listing Provider: Listing Participant will defend Snowflake against any claim by a third party arising from or relating to (i) any of Listing Participant’s Listing Provider Materials, and/or (ii) Listing Participant’s breach of these Terms and the Listing Provider Policies, and Listing Participant will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Listing Participant (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Listing Participant will not apply to the extent the applicable claim is directly attributable to: (i) Snowflake’s gross negligence or willful misconduct; or (ii) any modification of the relevant Listing Provider Materials by Snowflake (other than in accordance with Listing Provider’s instructions) that results in a violation, infringement, or misappropriation of the rights of a third party.
      2. Where Listing Participant is using the Listing Functionality as a Listing Consumer: Listing Participant will defend Snowflake against any claims by a third party arising from or relating to (i) its use of Listing Provider Materials, and/or (ii) Listing Participant’s breach of these Terms, and Listing Participant will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Listing Participant (including reasonable attorneys’ fees) resulting from such claims. The foregoing obligations of Listing Participant 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, the indemnified 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 Section 12 shall not relieve the Indemnifying Party of its obligations under 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 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 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 11 (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 Participants 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, subject to Section 4.5 (Snowflake as Listing Provider), Snowflake cannot and does not represent or warrant that any Listing Provider Materials offered to Listing Participant 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 loss of use, lost or inaccurate data, interruption of business, costs of delay, cover costs, lost profits, or any indirect, special, incidental, reliance, punitive, exemplary, or consequential damages of any kind, even if informed of the possibility of such damages in advance. The Parties agree that this Section 14 will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose; and
    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. 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. 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 15.7 (Notices)). Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 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; Interpretation; Conflicts. 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 interpretation of these Terms. In the event of a conflict between the Customer Agreement, these Terms and/or (where applicable) the Listing Provider Policies relating to Listing Participant’s use of the Listing Functionality as a Listing Provider, the following order of priority will apply: (i) these Terms, (ii) (where applicable) the Listing Provider Policies, and (iii) the Customer Agreement.
    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 notice and cooperate in any effort to obtain confidential treatment of the Confidential Information, including an opportunity for the Disclosing Party 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. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms will be the state and federal courts located in New Castle County, Delaware, U.S.A. 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 Listing Participant, to the email address of an Org Admin as configured in the Service, or if no such email is configured in the Service, the Listing Participant’s product notification email address as configured in the Service and, if neither email is configured in the Service, Listing Provider 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 Listing Participant written notice in accordance with this Section 15.7. Listing Participant 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 Listing Participant, Snowflake will provide reasonable notice to Listing Participant in accordance with Section 15.7 (Notices). For any changes which may cause Listing Participant 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 15.7 (Notice)). Listing Participant’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 10.2 (Termination by Listing Participant). Listing Participant’s failure to terminate these Terms within ten days after any change will constitute Listing Participant’s consent to such change.
    9. Waivers. 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 a duly authorized representative on behalf of the party claimed to have waived.
    10. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties in connection with Listing Participant’s use of the Listing Functionality 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 Listing Participant, including any Listing Participant 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. 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 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.
    12. 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 without the other party’s prior written consent and neither Party’s employees are eligible for any form or type of benefits, including, but not limited to, health, life, or disability insurance, offered by the other Party to its employees.
  16. DEFINED TERMS.
    1. “Account(s)” means Listing Participant’s account(s) in the Service in which Customer stores and processes Customer Data as described in the Customer Agreement.
    2. “Additional Terms” has the meaning set forth in Section 15.10 (Entire Agreement).
    3. “Affiliate” means: (a) for Listing Participant, any entity that directly or indirectly controls, is controlled by, or is under common control with Listing Participant, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Listing Participant; 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 4.8 (Applicable Law).
    5. “Authorized Users” means employees and contractors of Listing Participant and its Affiliates who are authorized by Listing Participant to use the Listing Functionality.
    6. “Combine” means combining Personal Data with the Personal Data of individuals that Listing Participant has collected or received, either directly from the individual or from or on behalf of another party, for any purpose not expressly permitted by these Terms.
    7. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be 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.
    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), between Listing Participant (or one of its Affiliates) and Snowflake (or one of its Affiliates).
    9. “Disclosing Party” has the meaning set forth in Section 15.5 (Confidentiality).
    10. “Effective Date” means the date on which Listing Participant accepted these Terms in accordance with Section 1.4 (Introduction).
    11. “Effective Termination Date” has the meaning set forth in Section 10.5 (Effect of Termination).
    12. “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 willful misconduct).
    13. “Indemnified Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    14. “Indemnifying Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    15. “Invoicing Party” means the party that provides a Product Invoice to a Listing Consumer in accordance with Section 5.2 (Invoices and Product Cost).
    16. “Listing Consumer” means a customer or potential customer of a Listing Provider that has been authorized to access, use, and, if applicable, purchase the Listing Provider’s Product(s) using the Listing Functionality.
    17. “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.
    18. “Listing Information” means information about a Product (but not the Product itself) 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 applicable Listing Provider’s branding, name, logo, trademarks, and service marks, the branding, name, logo, trademarks, and service marks of any third party on whose behalf the applicable Listing Provider makes a Product available, Product Cost, Video Content, and other information provided by the applicable Listing Provider and made available to Listing Consumers using the Listing Functionality.
    19. “Listing Participant” means the person or entity accepting these Terms and includes, as applicable, U.S. Governmental Entities.
    20. “Listing Provider” means any entity (which may include Snowflake customers or Snowflake) who makes available its Product(s) to Listing Consumers using the Listing Functionality.
    21. “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 a Listing Provider’s 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.
    22. “Listing Provider Policies” means the Listing Provider Policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
    23. “Listing Usage Data” means usage and operations data in connection with Listing Participant’s use of the Listing Functionality, including metadata.
    24. “Marketplace” means the Snowflake marketplace as described in the Supplemental Documentation.
    25. “Monetization Offering” has the meaning set forth in Section 7 (Monetization Offering).
    26. “Monetization Offering Fee Schedule” means the schedule of fees accessible by a Listing Provider in Snowsight (the Web interface of the Service) or a successor or replacement mechanism for the Listing Provider’s use of a Monetization Offering.
    27. “MP Drawdown Program” has the meaning set forth in the “Supplemental Snowflake Marketplace Capacity Drawdown Program Terms.”
    28. “Org Admin” means an individual authorized by Listing Participant 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 Listing Participant.
    29. “Parties” means Snowflake and Listing Participant, collectively.
    30. “Party” means Snowflake or Listing Participant, individually, as required by the context of its use.
    31. “Payment Period” means the payment schedule or due date, as stated on the Transaction’s Product Invoice.
    32. “Payment Processing” means the processing and settlement of the Product Cost (and, where applicable, any Taxes) by Payment Processor for any Transactions.
    33. “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).
    34. “Personal Data” means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms under data protection laws, including, but not limited to, the definition of “personal information” in the California Consumer Privacy Act of 2018 (as may be amended from time to time).
    35. “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.
    36. “Processor Agreement” means a separate agreement between the Payment Processor and Listing Participant (whether the Listing Participant is acting as a Listing Provider or a Listing Consumer) for the provision of Payment Processing by the Payment Processor.
    37. “Product” means data, software, or services submitted by or on behalf of a Listing Provider (or an Authorized User of a Listing Provider) for sharing with Listing Consumers using the Listing Functionality.
    38. “Product Agreement” means the written terms between a Listing Provider and a Listing Consumer for a Transaction.
    39. “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.
    40. “Product Invoice” means an invoice issued for the Product Cost due for any Transaction.
    41. “Receiving Party” has the meaning set forth in Section 15.5 (Confidentiality).
    42. “Regional Terms” has the meaning set forth in Section 1.7 (Introduction).
    43. “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual’s Personal Data to a third party for monetary or other valuable consideration.
    44. “Sensitive Personal Data” means (i) Personal Data 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 Data of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal information’ or ‘sensitive personally identifiable information.’
    45. “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake, which for clarity, excludes the Listing Functionality.
    46. “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions for cross-context behavioral advertising in which no money is exchanged.
    47. “Snowflake” has the meaning set forth in Section 1.1 (Introduction).
    48. [RESERVED]
    49. “Snowflake Review” has the meaning set forth in Section 6.5 (Review).
    50. “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).
    51. “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).
    52. “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.
    53. “Term” has the meaning set forth in Section 10.1 (Term).
    54. “Terms” means these Snowflake Provider and Consumer Terms, made available at 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 15.8 (Changes to Terms).
    55. “Transaction” means any access, use, or purchase of a Product granted by a Listing Provider to a Listing Consumer.
    56. “U.S. Government Amendment” has the meaning set forth in Section 1.1 (Introduction).
    57. “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.
    58. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Listing Participant is legally registered and the Listing Functionality is used for business purposes.
    59. “Video Content” has the meaning set forth in Section 9.2.1 (Listing Information).

Exhibit A

Monetization Offering Terms

  1. MONETIZATION OFFERING, ACCESS, AND USE.
    1. Listing Participant acknowledges and agrees that:
      1. Listing Participant is responsible for setting the Product Cost and including it in the Listing Information; and
      2. Snowflake is not the seller of record of any Products, despite providing the Monetization Offering to Listing Participant.
    2. Monetization Transactions; Appointment of Snowflake as Agent.
      1. Payment Processor. Payment Processor carries out Payment Processing for Transactions utilizing the Monetization Offering. Listing Participant’s use of the Monetization Offering is subject to the Processor Agreement. Snowflake is not a party to the Processor Agreement and is not responsible for performance of the Processor Agreement. By accepting these Terms and the Processor Agreement, Listing Participant is agreeing to create an account with the Payment Processor for Payment Processing (the “Processor Account”).
      2. Invoicing. For Transactions utilizing the Monetization Offering, Snowflake will issue the Product Invoice to each Listing Consumer. The Product Invoice will be issued to the Listing Consumer’s Processor Account, as described in the Supplemental Documentation, and will reflect the Product Cost and, subject to Section 1.4 (Taxes) of this Exhibit A, any Taxes.
      3. Payments. Each Listing Consumer’s payment of the Product Cost (and, subject to Section 1.4 (Taxes), any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to Listing Participant of amounts due by that Listing Consumer. Subject to Section 1.2.4 (Appointment of Snowflake as Agent) of this Exhibit A, Snowflake is not responsible for delivery of any payment to Listing Participant under a Transaction where Product Costs are not actually received by Payment Processor. Except as provided in Section 1.3.3 (Refunds) of this Exhibit A or when required by law, all Product Costs (and, subject to Section 1.4 (Taxes), any Taxes) paid by Listing Consumers to Payment Processor are non-cancelable and non-refundable.
      4. Appointment of Snowflake as Agent. Listing Consumers may direct funds paid originally to Snowflake to be used to make purchases of Products offered by Listing Participant, as reflected in the Product Invoice, if applicable. Solely with respect to such payment to Snowflake from the Listing Consumer, Listing Participant appoints Snowflake as its agent to represent Listing Participant and act on its behalf. Listing Participant acknowledges and agrees that such payment of money from Listing Consumer to Snowflake for payment to Listing Participant satisfies and discharges the Listing Consumer’s payment obligations to Listing Participant to the extent of such payment. If, for any reason, payments received by Snowflake as agent of Listing Participant are not delivered to or received by Listing Participant, Listing Participant may seek recourse from Snowflake as its agent, but shall have no further recourse against the relevant Listing Consumer for such payment.
    3. Fees and Reports.
      1. Fees and Expenses. Listing Participant is responsible for the Snowflake fees set forth in the relevant Monetization Offering Fee Schedule (the “Fees”). Prior to issuing a Product Invoice, Snowflake will calculate the amount owed to Listing Participant, which shall equal the Product Cost minus: (i) the Fees; (ii) any Taxes determined to be required in accordance with Section 1.4 (Taxes); and (iii) any other expenses incurred by Snowflake on Listing Participant’s behalf in the performance of its duties under these Terms, for which Snowflake provides advance notice to Listing Participant (the “Net Payment”). Snowflake will instruct Payment Processor to: (i) issue the Product Invoice to the Listing Consumer; and (ii) pay the Net Payment to Listing Participant after collection of the Product Cost (and, subject to Section 1.4 (Taxes), any Taxes) by Payment Processor from the Listing Consumer.
      2. Right to Offset Payment. In calculating the Net Payment, Snowflake may offset any amounts that are or were: (i) based on Listing Provider Materials that were not delivered to the Listing Consumer (e.g., due to termination of the Terms, removal or modification of the Listing Provider Materials by Listing Participant, limitation, suspension, or termination of Listing Participant’s access to or use of the Listing Functionality by Snowflake in accordance with these Terms, or for Listing Participant’s failure to comply with the Listing Provider Policies); (ii) subject to billing disputes for Listing Provider Materials, except in cases that Snowflake reasonably determines are initiated by a Listing Consumer with an abnormal dispute history; or (iii) overpayment by Snowflake to Listing Participant in prior periods, whether as a result of miscalculation by Snowflake, Listing Participant, and/or Payment Processor.
      3. Refunds. To the extent there are any payment disputes (including any refund requests or other payment requests) between Listing Participant and a Listing Consumer, any adjustment to the Net Payment must be agreed upon directly between Listing Participant and the Listing Consumer. Listing Participant will instruct Payment Processor to process refunds or reverse any payments from the Net Payment in accordance with the Supplemental Documentation.
      4. Reports. Snowflake will provide reports regarding the Transactions made using the Monetization Offering. These reports will include the information described in the Supplemental Documentation about the Products accessed, used, and purchased by Listing Consumers, including the Product Cost, Fees, the Net Payment, and, subject to Section 1.4 (Taxes), any Taxes. Any data provided in these reports regarding Listing Consumers constitutes Listing Usage Data.
    4. Taxes. All Product Costs and Fees are exclusive of Taxes. Listing Participant is responsible for calculating, invoicing, and paying all Taxes associated with (i) the Product Cost and (ii) the Fees. Snowflake will not determine whether any Taxes apply to a Transaction and is not responsible for calculating, invoicing, or paying any such Taxes. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Listing Participant or the Listing Consumer (as applicable) and issue a compliant tax invoice for those Taxes. In the event any Taxes are withheld from the Fees received by Snowflake, Listing Participant will pay such additional amounts as are necessary, so the net amount received by Snowflake equals the amounts due Snowflake hereunder, as if there were no withholding or deduction. Listing Participant may present Snowflake with an exemption certificate eliminating Listing Participant’s and Snowflake’s liability to pay certain Taxes. Once Snowflake has received and approved the exemption certificate, Listing Participant will be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Listing Participant is not exempt from Taxes and assesses those Taxes, Listing Participant will pay those Taxes to Snowflake, plus any applicable interest or penalties. The VAT/GST Registration Number provided by Listing Participant shall be used to confirm the business use of the Listing Functionality.

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