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This is an archived version of our Snowflake Marketplace Consumer Terms of Service dated June 13, 2022. View the current version here.

  1. IMPORTANT TERMS.
    1. These Terms are entered into by and between Snowflake Inc. and Provider to govern Provider’s use of the Marketplace.
    2. Provider’s use of the Service and any Account(s) is governed by Provider’s Customer Agreement. For clarity, any claims arising in connection with the Service and/or any Account will be made under the Customer Agreement and not these Terms. These Terms 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 as a Marketplace Provider.
    3. The Marketplace is not part of the Service. Use of the Marketplace is dependent on certain features of the 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, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Provider. Without limiting Section 18.10 (Entire Agreement), previously signed agreements covering Provider’s use of the Marketplace as a Marketplace Provider do not apply and are superseded by these Terms.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. If Provider purchased the Service through a reseller, Provider will continue to pay such reseller for the Service. However, Provider’s use of the Marketplace, including any payments related to the Monetization Offering, will be subject to these Terms.
    7. If Provider’s billing address is in the Canadian province of Quebec, Section 20 (Regional Terms) sets forth additional terms that apply to Provider’s use of the Marketplace.
    8. If Provider’s billing address is in the Canadian province of Quebec, Section 20 (Regional Terms) sets forth additional terms that apply to Provider’s use of the Marketplace.
  2. DEFINITIONS. The definitions in Section 19 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
  3. INTRODUCTION AND APPLICATION. Provider can use the Marketplace to offer its Provider Materials to Marketplace Consumers, including listing its Products, executing Transactions, and otherwise interacting with the Marketplace. All Product Agreements entered into by Provider for Transactions in the Marketplace are between Provider and Marketplace Consumers. Unless explicitly stated otherwise in these Terms, Snowflake is not acting as an agent in any capacity for Provider or Marketplace Consumers.
  4. PROVIDER’S GENERAL RESPONSIBILITIES.
    1. Provider Compliance with Policies. Provider will comply with the Marketplace Policies.
    2. Provider Materials. Provider is solely responsible for its Provider Materials (including the accuracy, content, and legality of such Provider Materials), and Snowflake bears no responsibility or liability for such Provider Materials. Provider 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 Terms.
    3. Customer Support. Provider is responsible for all support and maintenance matters relating to its Products and Product Agreements, unless the support matters are substantially caused by the acts or omissions of Snowflake. Otherwise, Snowflake will refer all support matters to Provider, and Provider will handle such matters regarding the Provider Materials and the Product Agreements, including any use of a Product. Provider will be solely responsible for addressing any inquiries or requests from Marketplace Consumers regarding the Product Agreement and Provider Materials, including any inquiries or requests related to quality, content, errors, or refunds. 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 notify Provider of matters brought to Snowflake’s attention by Marketplace Consumers.
    4. Marketplace Transactions and Product Agreements. Any Product Agreement that Provider enters into with the Marketplace Consumers, whether written or oral, will be between Provider and the applicable Marketplace Consumers only. Under no circumstances is Snowflake a party to any such Product Agreement. Provider acknowledges and agrees that it, and not Snowflake, will be responsible for performing the obligations of any Product Agreements with Marketplace Consumers, and Snowflake disclaims all liability arising from or related to any Product Agreement.
    5. Provider Compliance with Applicable Law. Provider represents and warrants that it will comply with all applicable laws in connection with using the Marketplace, including in connection with all Transactions and Provider Materials.
    6. Product Agreement. When executing a Transaction with a Marketplace Consumer, Provider shall enter into a Product Agreement with the Marketplace Consumer. Each Product Agreement must include, at a minimum, terms providing that: (i) the agreement is between Provider and the Marketplace Consumer, not Snowflake; and (ii) Provider is solely responsible for the Provider Materials and the obligations in the Provider Agreement, including any maintenance and support services.
  5. MARKETPLACE CONSUMER USE. Provider acknowledges that Snowflake has no control over or responsibility for how Marketplace Consumers use Provider Materials. Snowflake is under no obligation to monitor or otherwise limit Marketplace Consumers’ use of any Provider Materials, including use of any database functions in a Product or use of any information from a Product. Provider’s sole remedy for any actual or apparent misuse of Provider Materials by a Marketplace Consumer 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 all third parties and Affiliates (as applicable) who are provided or otherwise process the Personal Information, shall (i) not Sell, Combine, or Share the Personal Information, (ii) not use the Personal Information in a manner that could cause any exchange of the Personal Information to qualify as a Sale or Share of the Personal Information, (iii) only use the Personal Information for Transactions and, if Provider has obtained all required consents, marketing communications limited to Products on the Marketplace, in each case, in accordance with Provider’s public-facing privacy notice and applicable law, (iv) keep the Personal Information secure, using industry standard or better measures, and (v) cooperate with Snowflake in the satisfaction of any data subject requests. Further transfers of the Personal Information by Provider (if any) must comply with all applicable laws and regulations governing such transfer, including, but not limited to, any required data subject notice and/or consent. 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 with a Transaction is collected by or on behalf of Provider. Provider shall use commercially reasonable efforts to ensure such link remains up-to-date and operational.
    2. In Provider Materials. Provider shall not disclose or reveal Sensitive Personal Information to the Marketplace Consumers in any Provider Materials. If any Personal Information is included within the Provider Materials, Provider represents and warrants that it complies with all applicable laws, including that Provider (i) collects, discloses, transfers, and maintains the Personal Information in accordance with such laws (e.g., obtaining any required consents), and (ii) enters into any legally required terms with Marketplace Consumers prior to a Transaction.
  7. REMOVAL OF PROVIDER MATERIALS.
    1. By Provider. Subject to these Terms 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 has no duty or obligation to review, accept or deny, monitor, or otherwise control any Provider Materials, Snowflake reserves the right to remove any Provider Materials from the Marketplace at any time, to decline to post Provider Materials, and to limit, suspend, or terminate Provider’s access to or use of the Marketplace, if Snowflake determines that: (i) Provider is violating any applicable policies or agreements (including these Terms and the Marketplace Policies); (ii) Provider is abusing Snowflake’s services; or (iii) Provider is creating legal, regulatory, or reputational risks for Snowflake. Listing Information may be modified, obfuscated, or removed if Snowflake determines that it does not comply with these Terms and/or the Marketplace Policies or is otherwise unlawful. Notwithstanding the foregoing, Snowflake is under no obligation to monitor Provider’s compliance with these Terms. This Section 7.2 does not create any private right of action on the part of any third party or any expectation that the Marketplace will not contain any content that is prohibited by these Terms.
    3. Cure. Snowflake will make 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 (a) the provision of such notice is restricted by applicable law, (b) the provision of such notice, or failing to timely remove Provider Materials, would otherwise harm Snowflake, its customers, or any other third party, or (c) 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, as necessary to comply with applicable law, and will promptly notify Snowflake of any such requests or notices.
  9. LICENSES AND OWNERSHIP.
    1. Marketplace. The Marketplace, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein (other than Provider Materials) are owned by Snowflake or Snowflake’s licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Marketplace are reserved by Snowflake or Snowflake’s licensors, as applicable. Subject to Provider’s compliance with these Terms, Provider is hereby granted a limited, non-transferable, non-sublicensable, non-exclusive license to access and use the Marketplace.
    2. Listing Information. Subject to these Terms, 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, improving, and marketing the Marketplace (including displaying a tile with such Listing Information on the Marketplace).
    3. 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, Snowflake’s website, and Snowflake’s marketing materials in connection with identifying Provider as a Marketplace Provider.
    4. Products. Provider hereby authorizes Snowflake to process, display, and make available the Provider Materials only to the extent necessary to perform its obligations under these Terms.
  10. MONETIZATION OFFERING, ACCESS, AND USE.
    1. Monetization Offering. Snowflake makes available to Provider a Provider-controlled offering that allows for the invoicing and collection of payments with respect to Products (the “Monetization Offering”). Provider is responsible for setting the Product Cost and including it in the Listing Information. In providing the Monetization Offering to Provider, Snowflake is not the seller of record of any Products.
    2. Monetization Transaction.
      1. Payment Processor. Payment Processor carries out the processing and settlement of Transactions utilizing the Monetization Offering (“Payment Processing”). Provider’s use of the Monetization Offering is subject to a separate agreement between Provider and Payment Processor (the “Processor Agreement”). Snowflake is not a party to the Processor Agreement and is not responsible for the performance of such Processor Agreement. By accepting these Terms and the Processor Agreement, Provider is agreeing to create an account with the Payment Processor for Payment Processing (the “Processor Account”). Snowflake reserves the right to change the Payment Processor, subject to the terms of its own agreement with the Payment Processor.
      2. Invoicing. For Transactions utilizing the Monetization Offering, Snowflake will issue an invoice to each Marketplace Consumer for the use of Products in accordance with the Marketplace Documentation (the “Product Invoice”). The Product Invoice will be issued to the Marketplace Consumer’s account with the Payment Processor, as described in the Marketplace Documentation, and will reflect the Product Cost and, subject to Section 10.4 (Taxes), any Taxes.
      3. Payments. Each Marketplace Consumer’s payment of the Product Cost (and any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to Provider of amounts due by Marketplace Consumer. Snowflake is not responsible for delivery of any payment to Provider under a Transaction where Product Costs are not actually received by Payment Processor. Except as provided in Section 10.3.3 (Refunds) or when required by law, all Product Costs paid by Marketplace Consumers to Payment Processor are non-refundable.
    3. Fees and Reports.
      1. Fees and Expenses. Provider is responsible for the Fees set forth in the Monetization Offering Fee Schedule. Prior to issuing a Product Invoice, Snowflake will calculate the amount owed to Provider, which shall equal the Product Cost minus: (i) the Fees; (ii) any Taxes determined to be required in accordance with Section 10.4 (Taxes); and (iii) any other expenses incurred by Snowflake on Provider’s behalf in the performance of its duties under these Terms (the “Provider’s Net Payment”). Snowflake will instruct Payment Processor to: (i) issue the Product Invoice to the Marketplace Consumer; and (ii) pay Provider’s Net Payment to Provider no less than 30 days after collection of Product Cost by Payment Processor from the Marketplace Consumer.
      2. Right to Offset Payment. In calculating Provider’s Net Payment, Snowflake may offset 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 Terms or Marketplace Policies); (b) subject to billing disputes for Provider Materials, except in cases that Snowflake reasonably determines are 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, Provider, and/or Payment Processor.
      3. Refunds. To the extent there are any payment disputes (including any refund requests or other payment requests) between Provider and a Marketplace Consumer, any adjustment to Provider’s Net Payment must be agreed upon directly between Provider and the Marketplace Consumer. Provider will instruct Payment Processor to process refunds or reverse any payments from Provider’s Net Payment in accordance with the Marketplace Documentation.
      4. Reports. Snowflake will provide reports regarding the Transactions made using the Monetization Offering via the Marketplace. These reports will include the information described in the Marketplace Documentation about the Products used by Marketplace Consumers, including the Product Cost, Fees, Provider’s Net Payment, and any applicable Taxes. Any data provided in these reports regarding Marketplace Consumers constitutes Marketplace Usage Data.
    4. Taxes. All Product Costs and 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, or paying any such Taxes. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Provider or the Marketplace 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, 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 renew automatically 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 (Warranty; Disclaimer); 17 (Limitations of Liability); 18 (General Terms); and 19 (Defined Terms).
    3. Effect of Termination. Upon termination of these Terms, Provider will remove the Listing Information from the Marketplace. Further, Provider will allow Marketplace Consumers who are accessing or using its Provider Materials to continue access and use of the Provider Materials until (i) the expiration or termination of the Product Agreement, 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 (subject to Section 10.3 (Fees and Reports) above) 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 Updates provided or made available by Snowflake will be deemed a part of the Marketplace and subject to these Terms.
  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 Provider’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.
  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 Authorized 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 alleging that the Marketplace, when used in accordance with these Terms, 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 Provider Materials) either alone or in combination with the Marketplace.
    2. Indemnification by Provider. Provider will defend Snowflake against any claim by a third party arising from or relating to: (i) any Provider Materials, and (ii) Provider’s breach of these Terms and the Marketplace Policies; and Provider 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, each Party (the “Indemnified Party”) will: (i) promptly notify the other Party (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party’s sole cost and expense; and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this Section 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 15. 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. WARRANTY; DISCLAIMER.

    Snowflake warrants that the Marketplace will work in substantial 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 Provider and Marketplace 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 Marketplace 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 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 either Party’s payment obligations under these Terms, the Parties’ obligations under Section 15 (Indemnification), and claims based on liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct), 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).
  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 advance written consent of the other Party, except that Snowflake may assign these Terms in its entirety to any Affiliate without restriction. Snowflake 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. Snowflake Affiliates. While Snowflake Inc. 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.
    4. Severability; Interpretation. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of these Terms.
    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 the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If the Receiving Party is required by law or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
    6. Governing Law, Jurisdiction, and Venue. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both Parties hereby submit to the personal jurisdiction of such courts.
    7. 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 these Terms by providing the other Party written notice in accordance with this Section 18.7.
    8. Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on the Snowflake website. For material changes or changes that may have material impact on Provider, Snowflake will provide reasonable notice to Provider in accordance with Section 18.7 (Notice). For any changes which may cause Provider to be in noncompliance with these Terms, Snowflake will provide 30 days written notice prior to the effective date of such changes. Provider’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 11.1 (Term and Termination). Provider’s failure to terminate these Terms within ten days after any change will constitute Provider’s consent to such change.
    9. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving Party.
    10. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties in connection with Provider’s use of the Marketplace as a Marketplace 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 Marketplace, it has not relied on any term or representation not contained in these Terms.
    11. 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.
    12. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay applicable Fees 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.
    13. Independent Contractors. The Parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf unless agreed otherwise. Neither Party’s employees are eligible for any form or type of benefits, including health, life, or disability insurance, offered by the other Party to its employees.
  19. DEFINED TERMS.
    1. “Account(s)” means Provider’s account(s) in the Service, 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. “Combine” means combining Personal Information with the Personal Information of individuals that Provider has collected or received either directly from the individual or from or on behalf of another party, for any purpose other than is necessary for the permitted purposes under these Terms.
    5. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure.
    6. “Customer Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), entered by and between Provider and Snowflake Inc. or one of its Affiliates.
    7. “Disclosing Party” has the meaning set forth in Section 18.5 (Confidentiality).
    8. “Effective Date” means the date on which Provider’s Org Admin accepted these Terms.
    9. “Effective Termination Date” has the meaning set forth in Section 11.3 (Effect of Termination).
    10. “Feedback” has the meaning set forth in Section 14.1 (Feedback).
    11. “Fees” has the meaning set forth in the Monetization Offering Fee Schedule.
    12. “Indemnified Party” has the meaning set forth in Section 15.3 (Indemnification Procedures).
    13. “Indemnifying Party” has the meaning set forth in Section 15.3 (Indemnification Procedures).
    14. “Listing Information” means information about a Product (but not the Product itself) including title, description, any applicable metadata, Provider’s branding, name, logo, and trademarks, Product Cost, and other information provided by Provider and made available to Marketplace Consumers through the Marketplace.
    15. “Marketplace” means the ancillary service offered by Snowflake that is described in the Marketplace Documentation.
    16. “Marketplace Consumer” means a customer or potential customer of Provider that has been authorized to access, use, and, if applicable, purchase Provider’s Products via the Marketplace.
    17. “Marketplace Documentation” means the current technical documentation and usage guides for the Marketplace, made available at https://other-docs.snowflake.com/ (or such successor URL as may be designated by Snowflake).
    18. “Marketplace Policies” means the provider policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
    19. “Marketplace Provider” means Provider and any other entity (which may include Snowflake customers or Snowflake) who lists and makes available its Products to Marketplace Consumers via the Marketplace.
    20. “Marketplace Usage Data” means usage data and operations data in connection with Provider’s use of the Marketplace, including metadata.
    21. “Monetization Offering” has the meaning given to such term in Section 10.1 (Monetization Offering).
    22. “Monetization Offering Fee Schedule” means the schedule of fees for the Monetization Offering located in the Marketplace or as otherwise provided to Provider by Snowflake.
    23. “Org Admin” means the individual authorized by Provider to: (i) maintain the organization administrator system role for the Service and the Marketplace; (ii) manage operations at the organization level; and (iii) accept these Terms on behalf of Provider.
    24. “Party” means Snowflake Inc. and Provider individually.
    25. “Parties” means Snowflake Inc. and Provider collectively.
    26. “Payment Processor” means the third-party payment processor, Stripe Inc. Stripe’s terms of service are available at https://stripe.com/us/legal, and Stripe’s privacy policy is available at https://stripe.com/us/privacy.
    27. “Payment Processing” has the meaning set forth in Section 10.2.1 (Payment Processor).
    28. “Personal Information” means (i) any information, including opinions, relating to an identified or identifiable natural person, or that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with such a person or their household; and (ii) any similar terms defined under data protection laws, such as ‘personal data’ or ‘personally identifiable information.’
    29. “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.
    30. “Processor Account” has the meaning set forth in Section 10.2.1 (Payment Processor).
    31. “Processor Agreement” has the meaning set forth in Section 10.2.1 (Payment Processor).
    32. “Product” means data, software, or services submitted by Provider and approved by Snowflake for listing in the Marketplace.
    33. “Product Agreement” means the terms between Provider and a Marketplace Consumer for a Transaction.
    34. “Product Cost” means the amount (calculated by time and/or usage) specified by Provider for a Transaction pursuant to the Product Agreement, and any applicable terms in the Listing Information.
    35. “Provider” means the person or entity accepting these Terms.
    36. “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 Provider or an Authorized User through the Marketplace or to Snowflake in connection with Provider and its Authorized Users’ use of the Marketplace, but excluding, for clarity, any information, data, content or materials owned or controlled by Snowflake or Feedback. For greater certainty, Provider Materials include Products and Listing Information, including any information about the Product Cost.
    37. “Provider’s Net Payment” has the meaning set forth in Section 10.3.1 (Fees and Expenses).
    38. “Receiving Party” has the meaning set forth in Section 18.5 (Confidentiality).
    39. “Sensitive Personal Information” means (i) Personal Information that is not publicly available and includes or reveals any of the following: Social Security number, driver’s license, state identification card, tax identification number, passport number, military identification number, or other unique identification number issued on a government document commonly used to verify the identity of a specific individual; account log-in, financial account, debit card or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; economic position; consumer reports (as defined under the Fair Credit Reporting Act); precise geolocation; contents of mail, email, and text messages; racial or ethnic origin, political opinions, religious or philosophical beliefs, or citizenship or immigration status; trade union membership; genetic data; biometric data, such as a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry; health or medical data; health insurance information; data concerning a natural person’s sex life or sexual orientation; or Personal Information of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal data’ or ‘sensitive personally identifiable information.’
    40. “Service” means the software-as-a-service offering made generally available by Snowflake as defined in the Customer Agreement, which for clarity, excludes the Marketplace.
    41. “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Information 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.
    42. “Snowflake” means Snowflake Inc., its Affiliates, and their respective officers, directors, employees, contractors, and agents.
    43. “Snowflake Marketplace Consumer Terms of Service” means the terms of service located at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake).
    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 Information to a third party for monetary or other valuable consideration.
    45. “Taxes” means any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income of Snowflake.
    46. “Term” has the meaning set forth in Section 11.1 (Term and Termination).
    47. “Terms” means these Snowflake Marketplace Provider Terms of Service, made available at www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake), which may be updated from time to time in accordance with Section 18.8 (Changes to Terms).
    48. “Transaction” means any access to or use of a Product granted by Provider to a Marketplace Consumer.
    49. “Updates” means any additional features, modifications, error corrections, bug fixes, or other updates of or to the Marketplace.
    50. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Provider is legally registered and the Marketplace is used for business purposes.
  20. 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 de service du fournisseur et tous les documents connexes soient rédigés en anglais uniquement.

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