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This is an archived version of our Snowflake Marketplace Provider Terms of Service dated January 21, 2022. View the current version here.

  1. IMPORTANT TERMS.
    1. These Provider Terms of Service govern Provider’s use of the Marketplace.
    2. Provider’s use of a Snowflake Account is governed by Provider’s Customer Agreement  (as defined below). These Provider Terms of Service and the Marketplace Policies take precedence in that order in the event of a conflict to the extent such conflict relates to Provider’s use of the  Marketplace.
    3. The Marketplace is not part of the Service. Use of the Marketplace is dependent on certain features of the Snowflake Service (e.g., Data Sharing and Replication), and utilizing such features in connection with the Marketplace will subject Provider to charges for those features as governed by Provider’s Customer Agreement.
    4. Provider’s Org Admin is required to accept these Terms and represents that they have the authority to do so on behalf of Provider. Without limiting section 18.9, previously signed agreements covering Provider’s use of the Marketplace do not apply and are superseded by these Provider Terms.
    5. By indicating acceptance of these Terms or transacting on the Marketplace, Provider is accepting all the terms and conditions of these Terms.
    6. These Terms are enforceable like any written agreement signed by Provider.
    7. If Provider purchased the Snowflake Service through a reseller, it will continue to pay such reseller for the Snowflake Service. However, Provider’s use of the Marketplace, including payments related to the Monetization Offering, will be subject to these Provider Terms of Service.
  2. DEFINITIONS. The definitions in Section 19 apply to these Provider Terms of Service.  All terms in quotation marks in the body of these Provider Terms of Service are also defined terms.
  3. INTRODUCTION AND APPLICATION. Marketplace Providers can use the Marketplace to list and make available their Products to Marketplace Consumers. Marketplace Providers can enter into Transactions with Marketplace Consumers, offer their Provider Materials to Marketplace Consumers, and otherwise interact with the Marketplace.  All Transactions conducted via the Marketplace are between Marketplace Providers and Marketplace Consumers. Unless stated otherwise in these Provider Terms of Service, Snowflake is not acting as an agent in any capacity for Marketplace Providers or Marketplace Consumers.
  4. MARKETPLACE PROVIDER’S GENERAL RESPONSIBILITIES.
    1. Marketplace Provider Compliance. Provider will comply with the Marketplace Policies.
    2. Products. Any Products that Provider offers through the Marketplace are Provider’s responsibility, and Snowflake bears no responsibility or liability for such Products.
    3. Provider Materials. Provider is responsible for any Provider Materials it provides to Snowflake (including the accuracy, content and legality of such Provider Materials), and represents and warrants that it has all necessary rights and permissions to provide the Provider Materials to Snowflake and Marketplace Consumers as contemplated in these Provider Terms of Service.
    4. Customer Support. Provider is responsible for all support matters relating to its Products and Transactions unless substantially caused by the acts or omissions of Snowflake. Otherwise, Snowflake will refer to Provider, and Provider will handle, all support matters regarding Transactions or Provider Materials, including any use of a Product. Provider will be solely responsible for addressing any inquiries or requests from Marketplace Consumers regarding Transactions and Provider Materials, including any quality, content, errors, refunds, or any other matters.  Provider will provide and maintain its contact information in the Listing Information and will be reasonably available to Marketplace Consumers for all such inquiries and such support requests on a regular basis.  Snowflake will be responsible for notifying Provider of matters brought to Snowflake’s attention by Marketplace Consumers.
    5. Marketplace Provider Compliance with Applicable Law.  Any Transactions that Provider enters into with the Marketplace Consumers, written or oral, will be between Provider and the applicable Marketplace Consumers only. Under no circumstances is Snowflake a party to any Transaction. Provider acknowledges and agrees that it, and not Snowflake, will be responsible for performing the obligations of any contracts with the Marketplace Consumers in connection with the Transaction and the Provider Materials, and Snowflake disclaims all liability arising from or related to such contracts. Provider represents and warrants that it will act in compliance with all applicable laws in connection with using the Marketplace, including the Transactions and Provider Materials.
  5. MARKETPLACE CONSUMER USE. Provider acknowledges that Snowflake has no control over or responsibility for how Marketplace Consumers may use a Product. Snowflake is under no obligation to monitor or otherwise limit Marketplace Consumer’s use of any Product, including use of any database functions on a Product or use of derived information from any Product. Provider’s sole remedy for any actual or apparent misuse of the Product is between Provider and the applicable Marketplace Consumer.
  6. PERSONAL INFORMATION.
    1. Provided By Snowflake. For any Personal Information that is provided to Provider by or on behalf of Snowflake, or otherwise collected by Provider from Snowflake or the Marketplace, Provider agrees that it, and any third party or Affiliate to whom it provides the Personal Information, shall (1) not Sell the Personal Information, (2) not use the Personal Information in a manner that could cause any sharing of the Personal Information to qualify as a Sale of the Personal Information, and (3) only use the Personal Information for marketing communications limited to other Provider products on the Marketplace. Provider shall provide Snowflake a link to Provider’s public-facing privacy notice when requested and such link will be included on any site within the Marketplace where Personal Information of a Marketplace Consumer in connection to a Transaction is collected for sharing to Provider.
    2. In Provider Materials. When offering Products through the Marketplace, Provider shall not disclose or reveal Sensitive Personal Information to the Marketplace Consumers.
  7. REMOVAL OF PROVIDER MATERIALS.
    1. By Provider. Subject to these Provider Terms of Service and the Marketplace Policies, and subject to any existing obligations between Provider and any Marketplace Consumer (including any refund requirements), Provider may remove its Provider Materials, including any associated Product, from the Marketplace.
    2. By Snowflake. While Snowflake is not obligated to monitor Provider Materials,  Snowflake reserves the right to remove any Provider Materials from the Marketplace at any time  and to decline posting Provider Materials, if Snowflake determines that (i) the Provider Materials violate these Provider Terms of Service or the Marketplace Policies, (ii) Provider is abusing Snowflake’s services, or (iii) Provider is creating legal or regulatory risks for Snowflake. Content provided by Provider, including Listing Information, may be modified, obfuscated, or removed if Snowflake determines that it does not comply with Snowflake’s policies or is otherwise unlawful. Notwithstanding the foregoing, Snowflake is under no obligation to monitor or otherwise review the Provider Materials prior to posting on the Marketplace, or to monitor Provider’s or Marketplace Consumers’ compliance with these Provider Terms of Service.
    3. Cure.  Snowflake will take commercially reasonable efforts to provide notice to Provider to cure its failures before removing Provider Materials from the Marketplace unless (i) the Terms are terminated or (ii) in Snowflake’s opinion the provision of such notice is restricted by applicable law, would otherwise harm Snowflake, or such failure is not reasonably capable of cure.
  8. THIRD PARTY NOTICES. If applicable, Provider will promptly handle any Digital Millennium Copyright Act takedown requests, and other notices of alleged infringement or illegality, or violation of third-party rights relating to the Provider Materials and will promptly notify Snowflake of any such requests or notices.
  9. LICENSES AND OWNERSHIP.
    1. Listing Information. Subject to these Provider Terms of Service, Provider hereby grants to Snowflake a non-exclusive, worldwide, royalty-free right to process, modify, create derivative works of, display, and make available the Listing Information solely in connection with operating and marketing the Marketplace (including a tile on the Marketplace).
    2. In-Marketplace Marketing. Snowflake may use Provider’s name, logo, trademarks, and service marks (with modifications to optimize their viewing on the Marketplace) in the Marketplace and website and in Snowflake’s marketing materials in connection with identifying Provider as a Marketplace Provider.
    3. Products. Provider hereby authorizes Snowflake to process, display, and make available the Provider Materials, including the Products, only to the extent necessary to perform its obligations under these Provider Terms of Service.
  10. MONETIZATION OFFERING, ACCESS, AND USE.
    1. Monetization Offering. Snowflake makes available for Provider a customer-controlled offering that allows for the invoicing and collection of payments with respect to Products (the “Monetization Offering”). Provider’s use of the Monetization Offering is pursuant to a separate agreement between Provider and Payment Processor.
    2. Monetization Transaction.
      1. In providing the Monetization Offering to Provider, except where Snowflake is clearly identified in the Marketplace as the Marketplace Provider of the Monetization Offering, Snowflake is not the seller of record of any Products. Provider is responsible for setting the price for Products and disclosing the price or costs associated with utilizing, subscribing, or otherwise purchasing access to and use of Products.
      2. Snowflake is not responsible for any payment to Provider other than as provided in these Provider Terms of Service. Snowflake is not acting as an agent in any capacity for any Marketplace Consumers. To the extent necessary to enable Marketplace Consumers to use the services of the Payment Processor, Snowflake may enroll Marketplace Consumers with Payment Processor. Snowflake is not responsible for delivery of any payment to Provider under a Transaction where Product Costs were not actually received by Snowflake or its third party Payment Processor.
    3. Fees and Reports.
      1. Fees and Expenses. Provider will pay Snowflake the Fees set forth in the Monetization Offering Fee Schedule.  Snowflake will pay to Provider an amount (“Provider’s Net Payment”) equal to the Product Cost minus: (i) the Fees; (ii) applicable Taxes, if any, in accordance with Section 10.4; and (iii) other expenses incurred by Snowflake on Provider’s behalf in the performance of its duties under these Provider Terms of Service.  All Fees and other amounts paid to Snowflake are nonrefundable. Snowflake is not responsible for any failure or delay in the performance of any of its obligations under the Provider Terms of Service to the extent such failure or delay was due in whole or in part to: (i) the failure or delay of Provider to perform its obligations under these Provider Terms of Service, or (ii) the failure or delay of Marketplace Consumer to perform its obligations under the Snowflake Marketplace Consumer Terms of Service.
      2. Payment Terms. Snowflake or its Payment Processor will transfer to Provider the Provider’s Net Payment no less than 30 days after collection by Snowflake or its Payment Processor from Marketplace Consumer.
      3. Payments. Snowflake or its Payment Processor, as applicable, will receive the Product Cost. Snowflake is not responsible for the Payment Processor’s services. Each Marketplace Consumer’s payment to the Payment Processor constitutes payment to the Provider of amounts due hereunder. Except as provided in these Provider Terms or when required by law, all amounts paid to Snowflake, including Fees, are non-refundable. To the extent there are any payment disputes (including any refund request or other payment request), any such adjustment must be agreed upon directly between Provider and Marketplace Consumer. Snowflake will process refunds or reverse any payments at Provider’s instruction in accordance with the Marketplace Documentation.
      4. Right to Offset Payment. Snowflake may offset against Provider’s Net Payment any amounts that are or were (a) based on Provider Materials that were not delivered to the Marketplace Consumer (e.g. due to termination of the Terms, removal or modification of the Provider Materials by Provider, or removal of the Provider Materials by Snowflake for Provider’s failure to comply with these Provider Terms of Service or Marketplace Policies); (b) subject to billing disputes for Provider Materials, except in cases that Snowflake reasonably determines is initiated by a Marketplace Consumer with an abnormal dispute history; or (c) overpayment by Snowflake to Provider in prior periods whether as a result of miscalculation by Snowflake or Provider.
      5. Reports. Snowflake will provide reports of the Transactions made using the Monetization Offering via the Marketplace. As described in the Marketplace Documentation, these reports will include information on the Products used by Marketplace Consumers, the Product Cost, Fees, Provider’s Net Payment, and any applicable Taxes.
    4. Taxes.  All Product Costs and all Fees are exclusive of Taxes. Provider is responsible for calculating, invoicing, and paying all Taxes associated with the Product Cost and Fees. Snowflake will not determine whether any Taxes apply to a Transaction and is not responsible for calculating, invoicing and paying  any such Taxes. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Provider or Marketplace Consumer (as applicable) and issue a compliance tax invoice for those Taxes. In the event any Taxes are withheld from the Fees received by Snowflake, Provider will pay such additional amounts as are necessary, so the net amount received by Snowflake equals the amounts due to it hereunder, as if there were no withholding or deduction. Provider may present Snowflake with an exemption certificate eliminating Provider’s and Snowflake’s liability to pay certain Taxes. Once Snowflake has received and approved the exemption certificate, Provider will be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Provider is not exempt from Taxes and assesses those Taxes, Provider will pay those Taxes to Snowflake, plus any applicable interest or penalties. The VAT/GST Registration Number provided by Provider shall be used to confirm the business use of the Marketplace.
  11. TERM AND TERMINATION.
    1. Term and Termination.  The term begins on the Effective Date and will continue on a month-to-month basis until one Party provides the other Party written notice of such terminating Party’s intent to terminate (“Term”).
    2. Survival.  This Section 11 and the following sections will survive any termination of the Terms: Sections 1 (Important Terms), 5 (Marketplace Consumer Use), 6.1 (Personal Information Provided by Snowflake), 8 (Third Party Notices), 10.2 (Monetization Transaction), 10.3 (Fees and Reports), 10.4 (Taxes), 14 (Feedback), 15 (Indemnification), 16 (Disclaimer), 17 (Limitations of Liability), 18 (General Terms), and 19 (Defined Terms).
    3. Effect of Termination.  Upon termination of these Provider Terms of Service, Provider will remove the Listing Information from the Marketplace. Further, Provider will allow Marketplace Consumers who are accessing or using their Provider Materials to continue access and use of the Provider Materials until (i) the expiration or termination of the Transaction or (ii) in accordance with the Marketplace Policies for the dropping of a share. The end of this time period will be the “Effective Termination Date.” No termination will entitle Provider to any refund nor affect Provider’s obligation to pay all Fees or affect Snowflake’s obligation to pay Provider’s Net Payment that may have become due or otherwise accrued through the Effective Termination Date.
  12. UPDATES.  During the Term, Snowflake may implement Updates to the Marketplace. Any such Update provided or made available by Snowflake will be deemed a part of the Marketplace and subject to the terms and conditions of these Provider Terms of Service.
  13. MARKETPLACE PREVIEWS. Snowflake may offer Previews and notify Provider of available Previews which may be provided through the release notes, and Snowflake will generally identify Previews in the Marketplace Documentation. No information or advice, whether oral or written, obtained from Snowflake or through the Previews will create any warranty.  Provider may use Previews solely for internal evaluation purposes and will not use Previews to process Personal Information, Sensitive Personal Information or other data that is subject to any compliance or legal requirements. Snowflake may change or discontinue Previews at any time without notice. Snowflake also may choose not to make a Preview generally available. Snowflake may use information about your 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.
  14. FEEDBACK AND PRODUCT IMPROVEMENT.
    1. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Provider or by any users of the Marketplace relating to Snowflake’s products or services (“Feedback”).
    2. Marketplace Usage Data. Snowflake may collect and use Marketplace Usage Data to develop, improve, support, and operate its products and services.
  15. INDEMNIFICATION
    1. Indemnification by Snowflake. Snowflake will defend Provider against any claim by a third party that any use of the Marketplace infringes any intellectual property right of such third party and will indemnify Provider for any damages, costs and, if applicable, attorneys’ fees finally awarded against Provider or agreed in settlement by Snowflake resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is attributable to any materials not provided by Snowflake (including, without limitation, any Product, Listing Information, or Provider Materials) either alone or in combination with the Marketplace.
    2. Indemnification by Customer.  Provider will defend Snowflake against any claim by a third party arising from or relating to (a) any Provider Materials, Listing Information, or Products provided to Snowflake by or on behalf of Provider or offered by Provider through the Marketplace as well as (b) Provider’s breach of these Provider Terms of Service and the Marketplace Policies and will indemnify Snowflake for any damages, costs, and, if applicable, attorneys’ fees awarded against Snowflake or agreed in settlement by Provider resulting from such claim.
    3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 15, the indemnified party will: (i) promptly notify 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 15 shall not relieve the indemnifying party of its obligations under this Section 15. 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. 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 15 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.
  16. DISCLAIMER

    Snowflake warrants that the Marketplace will work in general conformity with the Marketplace Documentation.  Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Marketplace is provided to Marketplace Providers and Marketplace Consumers on an as-is 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 Marketplace including warranties of merchantability or fitness for a particular purpose, which are disclaimed.  Snowflake does not represent or warrant that the use of the Marketplace will be uninterrupted or error-free.

  17. LIMITATIONS OF LIABILITY
    1. Exclusion of Damages.  In no event will either Party be liable to the other Party or any third party for any incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
    2. Total Liability.  Other than with respect to claims directly relating to Snowflake’s failure to remit Provider’s Net Payment and the Parties’ obligation to indemnify under Section 15, in no event will either Party’s total liability to the other Party or any third party in connection with these Terms exceed $50,000, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such Party has been advised of the possibility of such loss or damage.
  18. 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 prior written consent of the other Party, except that Snowflake may assign these Terms in its entirety to any Affiliate without restriction. Each Party will promptly provide notice of any such assignment. Any other attempt to assign these Terms 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. Severability. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of these Terms.
    4. Confidentiality.  Each party (as “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 have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. 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.
    5. Governing Law, Jurisdiction, and Venue. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware and both parties hereby submit to the personal jurisdiction of such courts. While the Snowflake entity contracting with Provider 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 other Snowflake Affiliates, including, but not limited to, Snowflake Inc.
    6. Notice. All notices must be in writing (in English) and addressed to the Parties via email: (i) for Snowflake, notice must be sent to legalnotices@snowflake.com and (ii) for Provider, to the email address of the Org Admin as configured in the Service.  Notices will be deemed given upon receipt.  Either Party may change its email address for notices under this Agreement by providing the other Party written notice in accordance with this Section.
    7. Changes to Terms. Notwithstanding anything in these Provider Terms of Service to the contrary, Snowflake may update or change these Provider Terms of Service, including by posting updated terms on the Snowflake website. For material changes or changes that may have material impact on Provider, Snowflake will provide reasonable notice to Provider in accordance with Section 18.7. For any changes which may cause Marketplace Provider to be in noncompliance with these Provider Terms of Service, Snowflake will provide 30 days written notice prior to the effective date. Provider’s sole and exclusive remedy if it does not agree to any updates or changes to these Provider Terms of Service will be to terminate these Provider Terms of Service in accordance with Section 11.1.  Provider’s failure to terminate these Provider Terms of Service after any change will constitute Provider’s consent to such change.
    8. No Waiver.  No waiver will be implied from conduct or failure to enforce or exercise rights under these Provider Terms of Service, nor will any waiver be effective unless in a writing signed by the waiving Party.
    9. Entire Agreement.  These Provider Terms of Service are the complete and exclusive statement of the mutual understanding of the Parties in connection with the Provider’s use of the Marketplace and supersedes and cancels all previous written and oral agreements, understandings and communications relating to the subject matter in these Terms. Each Party represents that it has not relied on any term or representation not contained in these terms.
    10. Export Control. Provider agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Provider acknowledges that the Marketplace is available in countries around the world (excluding countries, or parts thereof, that are subject to a complete U.S. government embargo) and that Provider has all rights needed for Provider and Snowflake to make Provider’s Listing Information and Products available in the Marketplace for use by Consumers in such countries. Without limiting the foregoing, Provider: (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 Marketplace in violation of any U.S. export embargo, prohibition or restriction; and (iii) will not submit or pass through the Marketplace any information that is controlled under the U.S. International Traffic in Arms Regulations.
    11. Force Majeure.  Neither Party will be liable to the other for any delay or failure to perform any obligation under these Provider Terms of Service (except for failure to pay applicable fees) 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 Provider Terms of Service are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf unless agreed otherwise. Neither Party’s employees are eligible for any form or type of benefits, including health, life or disability insurance, offered by the other Party to its employees.
  19. DEFINED TERMS.
    1. “Account(s)” means Provider’s account(s) as described in the Customer Agreement.
    2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; and “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    3. “Authorized Users” means employees and contractors of Provider who are authorized by Provider to use the Marketplace.
    4. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.
    5. “Customer Agreement” means that separate written software-as-a-service or cloud agreement for the Snowflake Service, or if no such written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/en/legal/ (or such successor url as may be designated by Snowflake), entered by and between Snowflake and Provider.
    6. “Effective Date” means the date on which Provider’s Org Admin accepted these Provider Terms of Service.
    7. “Feedback” has the meaning set forth in Section 14.1.
    8. “Fees” has the meaning set forth in the Monetization Offering Fee Schedule.
    9. “Listing Information” means information about a Product (but not the Product itself) including title, description, any applicable metadata, Marketplace Provider’s branding, name, logo, and trademarks.
    10. “Marketplace” means an ancillary service offered by Snowflake described in the Marketplace Documentation.
    11. “Marketplace Consumer” means a customer or potential customer of Marketplace Provider that has been authorized to access and use the Service to gain access to, and purchase, if applicable, the Product.
    12. “Marketplace Documentation” means the current technical documentation and usage guides for the Marketplace, made available at https://other-docs.snowflake.com/.
    13. “Marketplace Policies” means the Provider Policies available at https://www.snowflake.com/provider-policies/ (or such successor url as may be designated by Snowflake).
    14. “Marketplace Provider” means an entity (which may include Snowflake customers or Snowflake) who lists and makes available Products to Marketplace Consumers via the Marketplace.
    15. “Marketplace Usage Data” means usage data and operations data in connection with Provider’s use of the Marketplace, including query logs and metadata.
    16. “Monetization Offering” has the meaning given to such term in Section 10.1.
    17. “Monetization Offering Fee Schedule” means the schedule of fees for the Monetization Offering located at in the Marketplace or as otherwise provided to Provider.
    18. “Org Admin” means the individual authorized by Provider (i) to maintain the organization administrator system role for the Snowflake Service and the Snowflake Marketplace; (ii) is responsible for managing operations at the organization level; and (iii) to accept these Provider Terms of Service on behalf of Provider.
    19. “Party” means Snowflake or Provider individually.
    20. “Parties” means Snowflake and Provider collectively.
    21. “Payment Processor” means Snowflake’s third party payment processor, Stripe Inc. Stripe’s terms of service is available at https://stripe.com/us/legal and Stripe’s privacy policy is available at https://stripe.com/us/privacy.
    22. “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or an individual’s household.
    23. “Previews” means preview, beta, or other pre-general availability release of integrations and features for the Marketplace that are offered by or on behalf of Snowflake.
    24. “Product” means data, software, or services submitted by Provider and approved by Snowflake for listing in the Marketplace.
    25. “Product Cost” means the price (calculated by time and/or usage) specified by Marketplace Provider for a Marketplace Consumer to have access to and use of a Product as part of the Marketplace and charged by Marketplace Provider via the Monetization Offering pursuant to these Provider Terms of Service and any applicable terms in the Listing Information.
    26. “Provider” means the person or entity accepting these Provider Terms of Service.
    27. “Provider Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Marketplace Provider or an Authorized User through the Marketplace or to Snowflake in connection with Marketplace Provider and its Authorized Users’ use of the Marketplace, but excluding, for clarity, any information, data, content or materials owned or controlled by Snowflake and made available by Snowflake through the Marketplace. For greater certainty, Provider Materials include Products and Listing Information, including any information about the Product Cost.
    28. “Provider’s Net Payment” has the meaning set forth in Section 10.3.1.
    29. “Provider Terms of Service” or “Terms” means these Snowflake Marketplace Provider Terms of Service, , made available at www.snowflake.com/en/legal, which may be updated from time to time in accordance with Section 18.8 (Changes to Terms) above.
    30. “Sensitive Personal Information” means Personal Information that is not publicly available and includes or reveals any of the following: Social Security number, driver’s license, state identification card, tax identification number, passport number, military identification number, or other unique identification number issued on a government document commonly used to verify the identity of a specific individual; account log-in, financial account, debit card or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; consumer reports (as defined under the Fair Credit Reporting Act); precise geolocation; contents of mail, email, and text messages; racial or ethnic origin, political opinions, religious or philosophical beliefs, or citizenship or immigration status; trade union membership; genetic data; biometric data, such as a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry; health or medical data; health insurance information; data concerning a natural person’s sex life or sexual orientation; or Personal Information of children under 16 years of age.
    31. “Service” means the service offerings made generally available by Snowflake as defined in the Customer Agreement, excluding the Marketplace.
    32. “Snowflake” means Snowflake Inc., its Affiliates, and their respective officers, directors, employees, and agents.
    33. “Snowflake Marketplace Consumer Terms of Service” means the terms of service located at https://www.snowflake.com/en/legal/.
    34. “Sell,” “Selling,” “Sale,” or “Sold,” 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 Information to a third party for monetary or other valuable consideration.
    35. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including 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.
    36. “Term” has the meaning set forth in Section 11.1.
    37. “Transaction” means any access or use granted by Provider to a Marketplace Consumer via the Marketplace as applicable to the provision of a Product to a Marketplace Consumer pursuant to these Provider Terms of Service.
    38. “Updates” means any additional features, modifications, error corrections, bug fixes, or other updates of or to the Marketplace.
    39. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where the Marketplace Provider is legally registered and the Marketplace is used for business use.

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