Snowflake Provider Terms of Service

Last Updated: May 31, 2024 | Previous Versions

IMPORTANT TERMS.
1. These Terms are entered into by and between Snowflake Inc. (“Snowflake”) and Customer to govern Customer’s use of the Listing Functionality as a Listing Provider. Where Customer is a U.S. Governmental Entity, these Terms are modified by the terms and conditions set forth below in the U.S. Government Provider Amendment to these Terms (“U.S. Government Provider Amendment”). Where there is any inconsistency or conflict between these Terms and the U.S. Government Provider Amendment, the terms and conditions of the U.S. Government Provider Amendment shall prevail with respect to a U.S. Governmental Entity’s use of the Listing Functionality as a Listing Provider.
2. Customer’s use of the Service and any Account(s) is governed by Customer’s Service Agreement. For clarity, any claims arising in connection with the Service and/or any Account will be made under the Service Agreement and not these Terms.
3. Use of the Listing Functionality is dependent on features of the Service (e.g., data sharing and replication), and utilizing such features in connection with the Listing Functionality will subject Customer to charges for those features as set forth in Customer’s Service Agreement. Notwithstanding the foregoing, the Listing Functionality is not part of the Service.
4. Customer acknowledges and agrees that Customer may use the Listing Functionality to issue instructions to the Service to process Customer Data. Terms applicable to Customer Data in Customer’s Service Agreement remain in effect when Customer is using the Listing Functionality.
5. Customer’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 Customer. Without limiting Section 24.10 (Entire Agreement), as of the Effective Date, prior agreements covering Customer’s use of the Listing Functionality are hereby terminated and superseded by these Terms.
6. These Terms are enforceable like any written agreement signed by Customer and Snowflake.
  1.7. If Customer purchased the Service through a reseller, Customer will continue to pay such reseller for the Service. However, Customer’s use of the Listing Functionality, including any payments related to the Monetization Offering, will be subject to these Terms.
  1.8. If Customer’s billing address is in the Canadian province of Quebec, Section 26 (Regional Terms) sets forth additional terms that apply to Customer’s use of the Listing Functionality.
DEFINITIONS. The definitions in Section 25 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
APPLICATION OF TERMS. Customer can use the Listing Functionality to offer its Listing Provider Materials to one or more Listing Consumers, privately, or publicly, via the Marketplace. All Listing Terms entered into by Customer for Transactions are between Customer and Listing Consumers. Except as stated otherwise in Section 2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), Snowflake is not acting as an agent in any capacity for Customer or any Listing Consumers.
COMPLIANCE WITH POLICIES. Customer will comply with the Provider and Consumer Policies, as applicable.
LISTING PROVIDER MATERIALS. Customer 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. Customer 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.
PUBLISHING LISTING INFORMATION. Customer must submit to Snowflake the Listing Information when offering a Product to Listing Consumers. Customer is responsible for confirming that the Listing Information accurately describes its Product and that both comply with these Terms and the applicable Provider and Consumer Policies.
REVIEW. Snowflake may, in its sole discretion, review Customer’s Listing Information and Product(s) from time to time, for quality, abuse, and/or security issues in connection with the provision of the Listing Functionality (each such review, a “Snowflake Review”). Snowflake shall have no responsibility or liability for rejection of any Listing Information or Product, or its failure to identify any deficiencies or problems of any type with either the Listing Information or Product, including issues related to compliance with applicable terms or law. Snowflake may identify Customer’s Product(s) that are shared publicly via the Marketplace as having been successfully reviewed for certain abuse and security-related issues. Customer may not advertise or rely on any Snowflake Review as part of its own compliance or marketing activities. For the avoidance of doubt, Snowflake’s access and use of any Product(s) for purposes of a Snowflake Review shall be governed solely by these Terms, and not any Listing Terms or other terms.
SUPPORT. Customer acknowledges and agrees that: (i) Customer is solely responsible for addressing support and maintenance matters relating to its Listing Provider Materials and Listing Terms and inquiries or requests from Listing Consumers regarding the Listing Terms and Listing Provider Materials, including any inquiries or requests related to quality, content, errors, or refunds; (ii) Snowflake will refer all such matters to Customer; (iii) Customer will handle such matters regarding the Listing Provider Materials and the Listing Terms, 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) Customer 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.
COMPLIANCE WITH APPLICABLE LAW. Customer represents and warrants that it will comply with all applicable laws and regulations in connection with using the Listing Functionality as a Listing Provider, including in connection with all Transactions and Listing Provider Materials. For clarity and without limiting the foregoing, to the extent that any Listing Provider Materials include or use artificial intelligence or machine learning services or technology (“AI Technology”), Customer acknowledges and agrees that (i) Customer is responsible for compliance with any applicable legal or regulatory obligations arising from data protection laws and agreements, intellectual property laws, and laws or regulations governing the use of AI Technology; and (ii) Customer will not indicate that such AI Technology is 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.
LISTING TERMS. Prior to executing any Transaction with a Listing Consumer, Customer shall enter into Listing Terms with the relevant Listing Consumer. The Listing Terms that Customer enters into with each Listing Consumer will be between Customer and the applicable Listing Consumer only. Under no circumstances shall Snowflake be a party to any such Listing Terms unless Snowflake is the Listing Consumer. Customer acknowledges and agrees that it, and not Snowflake, will be responsible for performing the obligations of any Listing Terms with Listing Consumers, and Snowflake disclaims all responsibility and liability arising from or related to any Listing Terms, unless Snowflake is the Listing Consumer. The Listing Terms must include, at a minimum, terms providing that: (i) the agreement is solely between Customer and the Listing Consumer, and not Snowflake (except where Snowflake is the Listing Consumer); and (ii) Customer is solely responsible and liable for the Listing Provider Materials and obligations under the Listing Terms, including any maintenance and support services.
LISTING CONSUMER USE. Customer 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. Customer’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.
THIRD-PARTY NOTICES. If applicable, Customer 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.
APPLICATION AUDITS. Customer, in its sole discretion, may engage Security Assessor to help facilitate Customer obtaining a SOC 2 Audit Report for its Product(s) from an independent auditor. Customer acknowledges and agrees that (i) Security Assessor’s and the independent auditor’s services are not part of the Listing Functionality and are subject to a separate agreement between Customer and Security Assessor; (ii) Snowflake has no liability with respect to any of Security Assessor’s or independent auditor’s services or the accuracy or content of any SOC2 Audit Report provided to Snowflake by Customer; (iii) Customer is solely responsible for ensuring that any SOC 2 Audit Report provided to Snowflake is valid and applies to the Product(s) identified by Customer; and (iv) Customer is solely responsible for paying any fees and taxes associated with Security Auditor’s and the independent auditor’s services. To the extent that Customer provides Snowflake with a SOC 2 Audit Report for Customer’s Product(s) in connection with engaging Security Assessor and the independent auditor, Snowflake may identify Customer’s Product(s) publicly as having received a SOC 2 Audit Report on Listing Provider’s behalf. Customer will provide Snowflake with 30 day’s prior written notice in the event that Customer intends to implement modifications to its Product(s) that could adversely affect the independent auditor’s opinion reached in the SOC 2 Audit Report previously provided to Snowflake. Snowflake may cease identifying Customer’s Product(s) publicly as having received a SOC 2 Audit Report upon receipt of such notice.
BREACH NOTIFICATIONS. If Customer notifies Listing Consumer(s) or data subject(s) of a security incident or breach related to its Listing Provider Materials, it will also promptly and without undue delay notify Snowflake at security@snowflake.com.
EXPORT CONTROL. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer 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 Customer has all rights needed for Customer and Snowflake to make Customer’s Listing Information and Products available using the Listing Functionality for use by Listing Consumers in such countries. Without limiting the foregoing, Customer: (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.
MONETIZATION OFFERING. Customer is able to use a Customer-controlled offering that allows for the invoicing and collection of payments with respect to Products, as described in the Supplemental Documentation (such offering and any derivative works, modifications, updates, or improvements thereto, the “Monetization Offering”). If a Customer is using the Monetization Offering, the terms attached in Exhibit A (Monetization Offering Terms) of these Terms apply.
PERSONAL DATA.
1. Provided by Snowflake. For any Personal Data that is provided to Customer by or on behalf of Snowflake, or otherwise collected by Customer from Snowflake or from the Listing Functionality, Customer 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 Customer has obtained all required consents, marketing communications limited to Products, in each case, in accordance with Customer’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 Customer (if any) must comply with all applicable laws and regulations governing such transfer, including any required data subject notice and/or consent. Customer shall provide Snowflake a link to Customer’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 Customer in connection with a Transaction. Customer shall use commercially reasonable efforts to ensure such link remains up-to-date and operational.
2. Provided by Customer. Customer shall not disclose any Personal Data in any Listing Information. Customer 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, Customer represents and warrants that it complies with all applicable laws, including that Customer (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.
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 Customer’s compliance with these Terms, Customer 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. Subject to these Terms and solely in connection with Snowflake operating, improving, and marketing the Listing Functionality, Customer hereby grants to Snowflake and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable (except as otherwise set forth in Section 24.1 (Assignment)), revocable (provided these Terms shall be terminated immediately upon revocation pursuant to Section 19 (Term and Termination)) license to use, reproduce, distribute, display, and translate the Listing Information via the Marketplace, the Service, and Snowflake’s website and marketing materials, including for the purpose of identifying Customer, and any third parties on whose behalf Customer makes a Product available, as a Listing Provider. Notwithstanding the foregoing, Snowflake will (i) only use, reproduce, distribute, display, and translate Listing Information that Customer has submitted for private sharing with the select Listing Consumers identified by Customer, and (ii) not identify Customer publicly as a Listing Provider if Customer’s use of the Listing Functionality is limited to private sharing with select Listing Consumers. Snowflake may make reasonable, minor changes to the Listing Information, such as resizing or reformatting the Listing Information. As between the parties, Customer owns and reserves all right, title, and interest in and to the Listing Information. For the avoidance of doubt, to the extent that Customer provides Snowflake with any videos, video links, or video URLs (“Video Content”) as part of the Listing Information, the license grant in this section will extend to embedding such Video Content in connection with operating, improving, and marketing the Listing Functionality.
3. Listing Provider Materials. Customer 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 18 (Licenses and Ownership; Feedback) and Section 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.
4. Content Moderation. If Customer is using the Listing Functionality as a Listing Provider, Snowflake may at any time (i) modify, obfuscate, or remove any of Customer’s Listing Information and/or (ii) limit, suspend, or terminate Customer’s access to or use of the Listing Functionality, in either case if Snowflake determines that any Listing Provider Materials: (a) do not comply with these Terms and/or applicable Provider and Consumer Policies; (b) have created any legal, regulatory, security, or reputational risks for Snowflake or its customers; or (c) are otherwise unlawful. Notwithstanding the foregoing, Snowflake (i) has no duty or obligation to review, accept or deny, monitor, or otherwise control any Listing Provider Materials or use thereof; and (ii) is under no obligation to monitor Customer’s compliance with these Terms and, the Provider and Consumer Policies. This Section 18.4 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 Provider and Consumer Policies.
5. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, comments, or other feedback voluntarily provided by Customer or by any Authorized Users relating to Snowflake’s products or services.
6. Listing Usage Data. Customer acknowledges and agrees that Snowflake may collect and use Listing Usage Data to develop, improve, support, and operate its products and services.
TERM AND TERMINATION.
1. Term. These Terms are effective as of the Effective Date and will continue until (i) either Party provides the other Party with at least 30 days’ written notice of termination prior to the desired termination date; or (ii) these Terms are terminated in accordance with Section 19.2 (Termination by Customer) or Section 19.3 (Termination by Snowflake); whichever is earlier (the “Term”). Notwithstanding the foregoing, Customer will allow Listing Consumers who are accessing or using its Product(s) to continue to access and use the Product(s) in accordance with the “listing retirement” requirements described in the Supplemental Documentation. The last day of any time period indicated under such applicable listing retirement requirements for Listing Consumer’s access and use of such Products 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.
2. Termination by Customer. Subject to these Terms, the applicable Provider and Consumer Policies, and any existing obligations between Customer and any Listing Consumer (including any refund requirements), Customer may terminate these Terms by ceasing to use the Listing Functionality to share its Listing Provider Materials, including any associated Product.
3. Termination by Snowflake. Snowflake reserves the right, without incurring any associated liability, to terminate these Terms at any time, if Snowflake determines or reasonably suspects that: (i) Customer is violating any applicable laws, policies, or agreements (including these Terms, any applicable Listing Terms, and the Provider and Consumer Policies); (ii) Customer is abusing Snowflake’s services; or (iii) Customer has created any legal, regulatory, security, or reputational risks for Snowflake.
4. Cure. Prior to exercising its rights under Section 19.3 (Termination by Snowflake), Snowflake will make commercially reasonable efforts to provide Customer 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 Customer’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, (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Listing Functionality, including the ability to share and monetize Listing Provider Materials using the Listing Functionality; and (ii) Customer will, and will ensure its Authorized Users will, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Customer 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 Customer to any refund; (iii) affect Customer’s obligation to pay all Fees; or (iv) affect Snowflake’s obligation to pay Customer’s Net Payment (subject to Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)) that became due or otherwise accrued through the Effective Termination Date.
6. Survival. The following sections will survive any termination of the Terms: Sections 1 (Introduction); 11 (Listing Consumer Use); 12 (Third-Party Notices); 17.1 (Personal Data Provided by Snowflake); 18.5 (Feedback); 18.6 (Listing Usage Data); 19 (Term and Termination); 21 (Indemnification); 22 (Warranty and Disclaimer); 23 (Limitations of Liability); 24 (General Terms); 25 (Defined Terms); and the following sections of Exhibit A (Monetization Offering Terms) if Customer has used the Monetization Offering pursuant to Section 16 (Monetization Offering): 2 (Monetization Transaction); 3 (Fees and Reports); and 4 (Taxes).
PREVIEWS. From time to time, Snowflake may make Previews available to Customer, 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. Customer may use Previews solely for internal evaluation purposes and in accordance with the Preview Terms (located at https://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 Customer’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.
INDEMNIFICATION.
1. Indemnification by Snowflake. Snowflake will defend Customer 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 Customer for any damages and costs finally awarded against Customer 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) Customer’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 Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to: (i) any Listing Provider Materials, and (ii) Customer’s breach of these Terms and the Provider and Consumer Policies, as applicable; and Customer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Customer 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 Listing Provider Materials by Snowflake (other than in accordance with Customer’s instructions) that results in a violation, infringement, or misappropriation of the rights of a third party.
3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 21, 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 this Section 21 shall not relieve the Indemnifying Party of its obligations under this Section 21. 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 21. 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 21 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.
WARRANTY AND DISCLAIMER.
Subject to Section 20 (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 Customer 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.
LIMITATIONS OF LIABILITY.Sections 23.1 (Exclusion of Damages) and 23.2 (Total Liability) below will apply: (a) regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise; (b) even if any limited remedy specified in these Terms is found to have failed of its essential purpose; (c) to the maximum extent permitted by applicable law, and (d) notwithstanding any other provision of these Terms.
1. Exclusion of Damages. Except with respect to Excluded Claims, 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.
2. Total Liability. Except with respect to Excluded Claims, 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).
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 24.7 (Notices)). Any attempt to transfer or assign these Terms except as expressly authorized under this Section 24.1 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 Service Agreement, these Terms and/or (where applicable) the Provider and Consumer Policies relating to Customer’s use of the Listing Functionality, the following order of priority will apply: (i) these Terms, (ii) (where applicable) the Provider and Consumer Policies, and (iii) the Service 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 Customer, to the email address of an Org Admin as configured in the Service, or if no such email is configured in the Service, Customer’s product notification email address as configured in the Service. and, if neither email is configured in the Service, Customer 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 Customer written notice in accordance with this Section 24.7. Customer 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 https://www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake). For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 24.7 (Notices). For any changes which may cause Customer 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 24.7 (Notices). Customer’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 19 (Term and Termination). Customer’s failure to terminate these Terms within ten days after any change will constitute Customer’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 Customer’s use of the Listing Functionality as a Listing Provider 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 Customer, including any Customer 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 Fees, Taxes, and expenses) 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. Subject to Section 2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), the Parties to these Terms are independent contractors, and 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 health, life, or disability insurance, offered by the other Party to its employees.
DEFINED TERMS.
1. “Account(s)” means Customer’s account(s) in the Service in which Customer stores and processes Customer Data as described in the Service Agreement.
2. “Additional Terms” has the meaning set forth in Section 24.10 (Entire Agreement).
3. “Affiliate” means (a) for Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Customer; and (b) for Snowflake, the Authorized Snowflake Affiliates set forth at https://www.snowflake.com/en/legal/privacy/snowflake-sub-processors/, and solely for purposes of Section 24.5 (Confidentiality), any entity that directly or indirectly controls, is controlled by, or is under common control with Snowflake, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Snowflake.
4. “AI Technology” has the meaning set forth in Section 9 (Compliance with Applicable Law).
5. “Authorized Users” means employees and contractors of Customer and its Affiliates who are authorized by Customer to use the Listing Functionality.
6. “Combine” means combining Personal Data with the Personal Data of individuals that Customer 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” means the person or entity accepting these Terms and includes, as applicable, U.S. Governmental Entities.
9. “Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.
10. “Disclosing Party” has the meaning set forth in Section 24.5 (Confidentiality).
11. “Effective Date” means the date on which Customer accepted these Terms in accordance with Section 1.5 (Introduction).
12. “Effective Termination Date” has the meaning set forth in Section 19.1 (Term).
13. “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 21 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., U.S. tort claims for gross negligence and willful misconduct).
14. “Fees” has the meaning set forth in Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
15. “Indemnified Party” has the meaning set forth in Section 21.3 (Indemnification Procedures).
16. “Indemnifying Party” has the meaning set forth in Section 21.3 (Indemnification Procedures).
17. “Listing Consumer” means a customer or potential customer of Customer that has been authorized to access, use, and, if applicable, purchase Customer’s Products using the Listing Functionality.
18. “Listing Functionality” means a Snowflake offering 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.
19. “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), Customer’s branding, name, logo, trademarks, and service marks, the branding, name, logo, trademarks, and service marks of any third party on whose behalf Customer makes a Product available, Product Cost, Video Content, images, and other information provided by Customer and made available to Listing Consumers using the Listing Functionality.
20. “Listing Provider” means Customer and any other 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 Customer or an Authorized User using the Listing Functionality or to Snowflake in connection with Customer and its Authorized Users’ use of the Listing Functionality. For greater certainty, Listing Provider Materials include Products and Listing Information.
22. “Listing Terms” means the written terms between Customer and a Listing Consumer for a Transaction.
23. “Listing Usage Data” means usage and operations data in connection with Customer’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 16 (Monetization Offering).
26. “Monetization Offering Fee Schedule” means the schedule of fees accessible by Customer in Snowsight (the Web interface of the Service) or a successor or replacement mechanism for the Customer’s use of the Monetization Offering.
27. “Net Payment” has the meaning set forth in Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
28. “Org Admin” means an individual authorized by Customer 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 Customer.
29. “Parties” means Snowflake and Customer, collectively.
30. “Party” means Snowflake or Customer, 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 processors 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 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 Account” has the meaning set forth in Section 2.1 (Payment Processor) of Exhibit A (Monetization Offering Terms).
37. “Processor Agreement” means a separate agreement between the Payment Processor and Customer for the provision of Payment Processing by the Payment Processor.
38. “Product” means data, software, or services provided by or on behalf of Customer or an Authorized User to Listing Consumers using the Listing Functionality.
39. “Product Cost” means the amount (calculated by time and/or usage) specified by Customer for a Transaction pursuant to the applicable Listing Terms and any applicable terms in the Listing Information.
40. “Product Invoice” means an invoice issued for the Product Cost due for any Transaction.
41. “Provider and Consumer Policies” means the Provider and Consumer Policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
42. “Receiving Party” has the meaning set forth in Section 19.5 (Confidentiality).
43. “Security Assessor” means the third-party security and compliance vendor, Vanta, Inc., or such other third-party as Snowflake may designate from time to time. Vanta’s website is available at https://www.vanta.com (or such successor URL as may be designated by Vanta).
44. “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.
45. “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.’
46. “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake, which for clarity, excludes the Listing Functionality.
47. “Service 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 Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
48. “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.
49. “Snowflake” has the meaning set forth in Section 1.1 (Introduction).
50. [RESERVED]
51. “Snowflake Review” has the meaning set forth in Section 7 (Review).
52. “SOC 2 Audit Report” means a SOC 2 Type 1 or SOC 2 Type 2 audit report from a qualified, independent auditor attesting to the sufficiency of the security controls for Product(s) made available by Listing Providers.
53. “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).
54. “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.
55. “Term” has the meaning set forth in Section 19.1 (Term).
56. “Terms” means these Snowflake Provider 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 24.8 (Changes to Terms).
57. “Transaction” means any access, use, or purchase of a Product granted by Customer to a Listing Consumer.
58. “U.S. Government Provider Amendment” has the meaning set forth in Section 1.1 (Introduction).
59. “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.
60. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Customer is legally registered and the Listing Functionality is used for business purposes.
61. “Video Content” has the meaning set forth in Section 18.2 (Listing Information).
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.

EXHIBIT A
MONETIZATION OFFERING TERMS

MONETIZATION OFFERING, ACCESS, AND USE. Customer acknowledges and agrees that: (a) Customer is responsible for setting the Product Cost and including it in the Listing Information; and (b) Snowflake is not the seller of record of any Products, despite providing the Monetization Offering to Customer.
MONETIZATION TRANSACTIONS.
1. Payment Processor. Payment Processor carries out Payment Processing for Transactions utilizing the Monetization Offering. Customer’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, Customer 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 on the applicable Listing Provider’s behalf. 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 4 (Taxes) of this Exhibit A, any Taxes.
3. Payments. Each Listing Consumer’s payment of the Product Cost (and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to Customer of amounts due by that Listing Consumer. Subject to Section 2.4 (Appointment of Snowflake as Agent) of this Exhibit A, Snowflake is not responsible for delivery of any payment to Customer 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 4 (Taxes) of this Exhibit A, 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 Customer, as reflected in the Product Invoice, if applicable. Solely with respect to such payment to Snowflake from the Listing Consumer, Customer appoints Snowflake as its agent to represent Customer and act on its behalf. Customer acknowledges and agrees that such payment of money from Listing Consumer to Snowflake for payment to Customer satisfies and discharges the Listing Consumer’s payment obligations to Customer to the extent of such payment. If, for any reason, payments received by Snowflake as agent of Customer are not delivered to or received by Customer, Customer may seek recourse from Snowflake as its agent, but shall have no further recourse against the relevant Listing Consumer for such payment.
FEES AND REPORTS.
1. Fees and Expenses. Customer 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 Customer, which shall equal the Product Cost minus: (i) the Fees; (ii) any Taxes determined to be required in accordance with Section 4 (Taxes) of this Exhibit A; and (iii) any other expenses incurred by Snowflake on Customer’s behalf in the performance of its duties under these Terms, for which Snowflake provides advance notice to Customer (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 Customer after collection of the Product Cost (and, subject to Section 4 (Taxes) of this Exhibit A, 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 Customer, limitation, suspension, or termination of Customer’s access to or use of the Listing Functionality by Snowflake in accordance with these Terms, or for Customer’s failure to comply with the Provider and Consumer 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 Customer in prior periods, whether as a result of miscalculation by Snowflake, Customer, and/or Payment Processor.
3. Refunds. To the extent there are any payment disputes (including any refund requests or other payment requests) between Customer and a Listing Consumer, any adjustment to the Net Payment must be agreed upon directly between Customer and the Listing Consumer. Customer 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 4 (Taxes) of this Exhibit A, any Taxes. Any data provided in these reports regarding Listing Consumers constitutes Listing Usage Data.
TAXES. All Product Costs and Fees are exclusive of Taxes. Customer 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 Customer 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, Customer 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. Customer may present Snowflake with an exemption certificate eliminating Customer’s and Snowflake’s liability to pay certain Taxes. Once Snowflake has received and approved the exemption certificate, Customer will be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those Taxes, Customer will pay those Taxes to Snowflake, plus any applicable interest or penalties. The VAT/GST Registration Number provided by Customer shall be used to confirm the business use of the Listing Functionality.

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

This U.S. Government Provider Amendment (this “U.S. Government Provider Amendment”) to the Snowflake Provider 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 Provider Amendment (“Customer”) is effective as of the Effective Date of the Terms. Unless otherwise defined in this U.S. Government Provider Amendment, all capitalized terms used herein will have the meanings ascribed to them in the Terms. The parties agree as follows:

CUSTOMER AGREEMENT. Customer understands and agrees that use of the Listing Functionality as a Listing Provider is contingent upon there being a valid Service Agreement in effect throughout its use of the Listing Functionality as a Listing Provider.
INTRODUCTION. Section 1.6 (Introduction) of the Terms is hereby deleted in its entirety and replaced with the following:
“1.6. These Terms are enforceable like any written agreement signed by Customer and Snowflake. By indicating acceptance of these Terms or engaging in Transactions, Customer is accepting all the terms and conditions of these Terms on behalf of the Customer’s entity or ordering activity and not in his or her own individual capacity.”
TERM AND TERMINATION. Section 19.5 (Effect of Termination) is hereby deleted in its entirety and replaced with the following:

“19.5 Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Listing Functionality, including the ability to share and monetize Listing Provider Materials using the Listing Functionality; and (ii) Customer will, and will ensure its Authorized Users will, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Customer 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 Customer to any refund; (iii) affect Customer’s obligation to pay all Fees; or (iv) affect Snowflake’s obligation to pay Customer’s Net Payment (subject to Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)) that became due or otherwise accrued through the Effective Termination Date. 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.”
INDEMNIFICATION. Section 21 (Indemnification) of the Terms is hereby deleted in its entirety and replaced with the following:
“21. INDEMNIFICATION AND REPRESENTATIONS.
21.1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Listing Functionality, when used in accordance with these Terms and Supplemental Documentation, infringes any intellectual property right of such third party and will indemnify Customer for any damages and costs finally awarded against Customer 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) Customer’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.
21.2. Representations by Customer. Customer agrees that it is solely responsible for all risks arising from or relating to any of its Listing Provider Materials and hereby represents and warrants that any of its Listing Provider Materials will not (i) violate these Terms, inclusive of the U.S. Government Amendment, or applicable law, (ii) infringe or misappropriate any third party rights, or (iii) cause harm to any third party or Snowflake.
21.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 11, Customer (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 11 shall not relieve the Indemnifying Party of its obligations under this Section 11. 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 11. 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 11 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 Customer under this Section 11, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”
WARRANTY AND DISCLAIMER. Section 22 (Warranty and Disclaimer) of the Terms is hereby deleted in its entirety and replaced with the following:
“22. WARRANTY AND DISCLAIMER. Subject to Section 20 (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 Customer and Listing Consumers 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. Notwithstanding the foregoing, in the event of a dispute between Snowflake and Customer under this Section 12, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”
LIMITATIONS OF LIABILITY. Section 23 (Limitations of Liability) of the Terms is hereby deleted in its entirety and replaced with the following:
“23. LIMITATIONS OF LIABILITY. Sections 23.1 (Exclusion of Damages) and 23.2 (Total Liability) below will apply: (a) regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise; (b) even if any limited remedy specified in these Terms is found to have failed of its essential purpose; (c) to the maximum extent permitted by applicable law; and (d) notwithstanding any other provision of these Terms.
23.1. Exclusion of Damages. Except with respect to Excluded Claims, in no event will either Party be liable to the other Party or any third party for any loss of use, lost or inaccurate data, interruption of business, costs of delay, cover costs, lost profits, or any indirect, special, incidential, reliance, punitive, exemplary, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
23.2. Total Liability. Except with respect to Excluded Claims, 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).”
GENERAL TERMS.Section 24.1 (Assignment) of the Terms is hereby deleted in its entirety and replaced with the following:
“24.1. 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. Customer 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.”
GENERAL TERMS. Section 24.6 (Governing Law, Jurisdiction, and Venue) of the Terms is hereby deleted in its entirety and replaced with the following:
“24.6. Governing Law, Jurisdiction, and Venue. Where Customer is a U.S. federal entity, these Terms will be governed by federal law and where Customer is a U.S. state entity, these Terms will be governed by the applicable U.S. state law.”
DEFINED TERMS. Section 25 (Defined Terms) of the Terms is hereby modified as follows:
1. Section 25.47 (Service Agreement) is hereby deleted in its entirety and replaced with the following:
  “25.47. “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service between Customer and Snowflake, one of Snowflake Affiliates, or an authorized Snowflake Reseller.”
2. A new Section 25.50 (Snowflake Reseller) is added as follows:
  
  “25.50. “Snowflake Reseller” means a distributor or reseller authorized to resell the Service to U.S. Governmental Entities.”
MONETIZATION OFFERING TERMS.
1. Section 3.2 (Right to Offset Payment) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:
  “3.2. Right to Offset Payment. [RESERVED].”
2. Section 4 (Taxes) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:
  
  “4. Taxes. [RESERVED].”