This Snowflake Evaluation Terms of Service (“Evaluation Agreement”) is entered into by and between Snowflake Computing, Inc. (“Snowflake”) and the entity or person placing an order for or accessing any Service (“Customer” or “you”). This Evaluation Agreement consists of the terms and conditions set forth below.
The “Effective Date” of this Evaluation Agreement is the date which is the earlier of (a) Customer’s initial access to any Snowflake Service (as defined below) through any online provisioning, registration or order process. This Evaluation Agreement governs Customer’s use of the Snowflake Service.
Access Provisioned and Managed by Snowflake Partner: Customer acknowledges that it is being given access to a Snowflake Service account that is controlled and administered by a Snowflake partner (“Partner”) and that this Agreement does not govern the products or services of Partner. Further, Customer’s access and use of the Snowflake Service is solely for evaluation purposes and will be limited in time, solely at the discretion of Partner and/or Snowflake, up to a period of 72 hours (“Evaluation Period”). Partner and/or Snowflake shall have the right to delete all data uploaded by or on behalf of Customer at any time, whether during or after the Evaluation Period.
TERMS AND CONDITIONS
- Access to the Snowflake Service. Customer may access and use Snowflake’s cloud-based data-warehousing service described in the Documentation (“Snowflake Service”) during the Evaluation Period, but only for its own benefit on an evaluation basis to determine whether to purchase an ongoing subscription to the Snowflake Service and in accordance with the terms and conditions of this Evaluation Agreement. As used herein, Documentation means Snowflake’s technical documentation and usage guides for the applicable Snowflake Service, as updated by Snowflake from time to time, made available at https://docs.snowflake.net (as such link may be updated) or through the Service. Customer may permit its employees and contractors acting on its behalf to use the Snowflake Service as permitted herein, provided that Customer remains responsible for such users’ compliance with the terms and conditions of this Evaluation Agreement. Customer will ensure that all such users keep their user IDs and passwords for the Snowflake Service strictly confidential and will remain responsible for any and all actions taken using Customer’s accounts. If any user of the Snowflake Service no longer works for Customer, Customer will ensure that such person has no further access to the Snowflake Service. To the extent use of the Snowflake Service requires Customer to install Client Software, subject to all of the terms and conditions of this Evaluation Agreement, Snowflake grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during the Evaluation Period to use the object code form of the Client Software internally, but only in connection with Customer’s use of the Snowflake Service and otherwise in accordance with this Evaluation Agreement. “Client Software,” as used in this Evaluation Agreement, means the desktop client software made available to Customer by Snowflake that is installed on end user computers to enable upload of data to Customer’s account.
- General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Snowflake Service to a third party; (b) use the Snowflake Service to provide, or incorporate the Snowflake Service into, any general purpose data warehousing service (or otherwise directly expose the functionality of the Snowflake Service) for the benefit of a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Snowflake Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Snowflake); or (d) remove or obscure any proprietary or other notices contained in the Snowflake Service (including any reports or data printed from the Snowflake Service).
- Customer Data. “Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer to the Snowflake Service for storage in a data repository. “EU Personal Data” means any Customer Data that relates to an identified or identifiable natural person and is subject to (i) Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data, or (ii) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation). As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Snowflake. Subject to the terms of this Evaluation Agreement, Customer hereby grants to Snowflake a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and publicly perform and display the Customer Data solely to the extent necessary to provide the Snowflake Service to Customer. For this Evaluation Agreement, Snowflake does not provide an archiving service and expressly disclaims all obligations with respect to storage.
- Customer Obligations. Customer shall ensure that Customer’s use of the Snowflake Service and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal and international law, regulations and conventions, including, without limitation, those related to data privacy, data transfer, international communications and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Snowflake that Customer has sufficient rights in the Customer Data to grant the rights granted to Snowflake in Section 3 (Customer Data) above and the Customer Data does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party. In addition, Customer specifically agrees not to submit to the Snowflake Service any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations (“Health Information”) and acknowledges that Snowflake is not a Business Associate or subcontractor (as those terms are defined in HIPAA). “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Snowflake shall have no liability under this Evaluation Agreement for Health Information, notwithstanding anything to the contrary herein. Additionally, Customer agrees that before uploading any EU Personal Data, Customer shall notify Snowflake and sign Snowflake’s standard customer data processing addendum. Customer shall indemnify, defend and hold harmless Snowflake from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of this Section 4.
- Support. Snowflake will use reasonable efforts to answer Customer’s questions regarding use of the Snowflake Service, but is not obligated to provide any other support for the Snowflake Service during the Evaluation Period.
- Confidential Information. The parties may disclose to each other information identified at the time of disclosure as confidential or which should be reasonably known by the receiving party to be confidential (“Confidential Information”), which may include information concerning their respective businesses and technology. The Snowflake Service is Confidential Information of Snowflake. Except as authorized herein, the receiving party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Evaluation Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a need to know (including, for Snowflake, the Partner, and the subcontractors referenced in Section 12), provided that such representatives are bound to confidentiality obligations no less protective of the disclosing party than this Section and that the receiving party remains responsible for compliance by any such representative with the terms of this Section. These restrictions on disclosure will not apply to any information which: (a) is or becomes generally known or publicly available through no act or omission of the receiving party; (b) is known by the receiving party without confidentiality restriction at the time of receiving such information, as shown by written records; or (c) is furnished to the receiving party by a third party without confidentiality restriction. The receiving party may make disclosures to the extent required by law or court order, provided the receiving party notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. 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.
- Intellectual Property Rights. This is an agreement for access to and use of the Snowflake Service. Customer acknowledges that it is obtaining only a limited right to the Snowflake Service and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Snowflake or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Snowflake Service and any and all related and underlying technology and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Snowflake Technology”). Except as expressly set forth in this Agreement, no right, title or interest in any Snowflake Technology is granted to Customer. Further, Customer acknowledges that the Snowflake Service is offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for the Snowflake Service, except for the Client Software in object code format. Customer, from time to time, may submit comments, questions, suggestions or other feedback relating to Snowflake’s products and services to Snowflake (“Feedback”). Snowflake may freely use or exploit Feedback in connection with any of its products or services. Notwithstanding anything to the contrary herein, Customer agrees that Snowflake may collect Service Data, and Snowflake may use the Service Data to improve, support and operate the Snowflake Service and otherwise for any business purpose during and after the term of this Agreement. “Service Data,” as used in this Section 8, means query logs, hashed summaries of Customer Data that cannot be decrypted, and other data about Customer’s use of the Snowflake Service (including technical and usage data). This Section 7 does not give Snowflake the right to identify Customer as the source of any Service Data, or to sell Service Data, to a third party without written permission from Customer.
- Term and Termination. The Evaluation Period shall end on the sooner of the end of the Evaluation Period, as specified above, or the consumption of the Free Usage, at Snowflake’s then-current On Demand rates for the Edition and Region of the Snowflake Service specified above, as set forth in the Snowflake Service Consumption Table. At the end of the Evaluation Period (a) Customer’s access to the Snowflake Service will expire and Customer will have the option to purchase an ongoing subscription to the Snowflake Service on mutually agreed terms; and (b) each party will return or destroy the other party’s Confidential Information. Customer acknowledges that following termination it shall have no further access to any Customer Data input into the Snowflake Service. Within thirty (30) days following the end of the Evaluation Period, Snowflake will delete the Customer Data. Either party may terminate this Evaluation Agreement (and the Evaluation Period) at any time for any or no reason upon written notice to the other party. Nothing herein obligates either party to enter into any further agreement with the other party. This Section 8 and Sections 4 (Customer Obligations), 6 (Confidential Information), 7 (Intellectual Property Rights), 9 (No Warranty), 10 (Limitation of Liability) and 12 (General) will survive any expiration or termination of this Evaluation Agreement.
- No Warranty. THE SNOWFLAKE SERVICE IS PROVIDED “AS IS”. NEITHER SNOWFLAKE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SNOWFLAKE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SNOWFLAKE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SNOWFLAKE WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS. SNOWFLAKE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SNOWFLAKE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
- Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS, (A) IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) NOTWITHSTANDING ANY OTHER PROVISION OF THIS EVALUATION AGREEMENT, EACH PARTY AND ITS SUPPLIERS’ ENTIRE LIABILITY TO THE OTHER PARTY UNDER THIS EVALUATION AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SNOWFLAKE UNDER THIS EVALUATION AGREEMENT OR (II) ONE THOUSAND DOLLARS (USD $1,000). SNOWFLAKE SHALL HAVE NO LIABILITY FOR THE ACTS AND/OR OMISSIONS OF PARTNER. “Excluded Claim” means any claim arising (a) from Customer’s breach of Section 1 (Access to the Snowflake Service) or Section 2 (General Restrictions); (b) under Section 4 (Customer Obligations); or (c) from a party’s breach of its obligations in Section 6 (Confidential Information) (but excluding claims arising from breach of Section 6 relating to Customer Data).
- Export Control. In its use of the Snowflake Service, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer 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 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) Customer will not (and will not permit any of its users to) access or use the Snowflake Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Snowflake Service any information that is controlled under the U.S. International Traffic in Arms Regulations.
- General. This Evaluation Agreement will be governed by and construed under the laws of the State of California. Any suit or proceeding arising out of or relating to this Evaluation Agreement will be commenced exclusively in the state or federal courts in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. Snowflake may use the services of subcontractors in order to provide the Snowflake Service under this Evaluation Agreement, provided that Snowflake remains responsible for compliance of any such subcontractor with the terms of this Evaluation Agreement. All notices, requests and other communications under this Evaluation Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. All amendments must be in writing and signed by both parties. Waivers must be in writing and no waivers will be implied. This Evaluation Agreement may not be assigned by Customer, and any purported assignment or amendment in violation of the foregoing will be void. Snowflake may assign this Evaluation Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Snowflake’s assets or voting securities. If any provision of this Evaluation Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect. This Evaluation Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. Elements of the Snowflake Service are commercial computer software. If the user or licensee of the Snowflake Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Snowflake Service, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Evaluation Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Snowflake Service was developed fully at private expense. All other use is prohibited.