Snowflake Local Country Addendum

Brazil

Saudi Arabia

European Economic Area

India

1. Brazil

1.1. The following changes will be made to the Agreement if Customer is executing its Order Form with Snowflake Brazil Ltda and such changes shall only apply in connection with such Order Form:

1.1.1. The existing Taxes Section in the Agreement shall be deleted in its entirety and replaced with the following:

6.2. Taxes. Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Snowflake Offerings by its Users. Snowflake will increase the fees as necessary to include applicable Brazilian Taxes on the invoice to Customer (tax inclusive invoice), unless Customer provides Snowflake with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Snowflake, except as required by Brazilian law and with no impact on the Fees. Upon Snowflake’s request, Customer will provide to Snowflake its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its CNPJ Registration Number(s) on the Order Form to confirm the business use of the purchased services.

1.1.2. The existing definition for “Taxes” in the Agreement shall be deleted in its entirety and replaced with the following:

“Taxes” means taxes, levies, duties, tariffs, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, ISS, PIS, COFINS, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Snowflake.

1.1.3. The following new definition shall be added to the Definitions Section:

“CNPJ Registration Number” means the tax identification number(s) of the business location(s) in Brazil where Customer is legally registered, and the ordered services are used for business use.

2. Kingdom of Saudi Arabia

2.1. The following changes will be made to the Agreement if Customer is executing an Order Form with a “Ship To” address in Kingdom of Saudi Arabia and such changes shall only apply in connection with such Order Form:

2.1.1. The existing Dispute Resolution Section in the Agreement shall be deleted in its entirety and replaced with the following:

13.3. Dispute Resolution. Any dispute, controversy or claim arising out of or related to this Agreement, or the breach or violation, termination, validity, enforcement or interpretation thereof, shall be submitted to final and binding arbitration administered by the International Chamber of Commerce in accordance with its Rules of Arbitration then in effect, except as modified herein. The result of such arbitration shall be final and binding on the parties. The seat of arbitration shall be New York City, New York, U.S.A. The arbitration shall be conducted in the English language. Unless otherwise agreed by the parties, the arbitration shall be conducted by: (i) one (1) arbitrator if the claim is for less than $1,000,000, or (ii) three (3) arbitrators if the claim is for an amount equal to or greater than $1,000,000; agreed to by the parties within twenty (20) days of receipt by the respondent of the request for arbitration or, if such arbitrator is not timely nominated hereunder, such arbitrator shall, upon the written request of either party, be appointed by the International Chamber of Commerce Court of Arbitration.

Notwithstanding the foregoing, the provisions of this Section shall not prevent either party from: (a) seeking immediate injunctive relief or to enforce an arbitration award in any court of competent jurisdiction or (b) seeking provisional remedies or injunctive relief in any court of competent jurisdiction to address claims of misappropriation or infringement of its intellectual property, trade secrets or Confidential Information. If the dispute resolution or arbitration procedures set forth herein or such dispute resolution or arbitration procedures are deemed unenforceable, then any such dispute shall be subject to the jurisdiction and venue as set forth in Section 13.4 (Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate) below.

2.1.2. The following shall be added to the Agreement as a new Section 15:

15. Insurance. During the Subscription Term, Snowflake shall procure and maintain at its own expense insurance policies with the coverage and limits set forth below:

1. Commercial general liability insurance of not less than one million dollars ($1,000,000 USD) per occurrence for bodily injury and property damage with an annual aggregate of not less than two million dollars ($2,000,000 USD). These limits may be satisfied with a combination of a primary commercial general liability and umbrella.

2. Worker's compensation insurance affording statutory coverage, as required by the laws of the state where the services are being performed under this Agreement, and Employer's liability coverage of not less than one million dollars ($1,000,000 USD) per employee, per accident or disease.

3. Automobile liability insurance of not less than one million dollars ($1,000,000 USD) per accident for any vehicle used by Snowflake to provide services to Customer under this Agreement.

4. E&O/Cyber liability insurance of not less than five million dollars ($5,000,000 USD) per claim and in the aggregate.

Such insurance policies will be written with appropriately licensed and financially responsible insurers. Upon Customer’s written request not more than once annually, Snowflake shall supply certificates of insurance to Customer, as evidence of the above coverage. For clarity, where any policy amounts are higher than the agreed upon limitations of liability in Section 12 (Limitation of Remedies and Damages) (or if not applicable, the relevant limitations of liability provision), such amounts will not be construed as expansions on Snowflake’s liability under the Agreement, and where the policy amounts are lower than the agreed upon limitations of liability in Section 12 (Limitation of Remedies and Damages) (or if not applicable, the relevant limitations of liability  provision), such amounts will not be construed as limitations on Snowflake’s liability under the Agreement.

2.1.3. The following shall be added to the Agreement as a new Section 16:

16. Service and Business Continuity.

16.1. Multi-Cloud, Multi-Region. Snowflake provides Customer the ability to create Service Accounts in one or more countries and/or one or more Regions within a single country. Customer also has the ability to create Service Accounts with one or more Cloud Providers. In furtherance of supporting Customer’s disaster recovery planning and strategy, Snowflake offers Service functionality to allow Customer to replicate Customer Data to such other Service Accounts, as further described in the Documentation. The Regions and Cloud Providers available for Customer’s Service Accounts are as set forth in the Snowflake Service Consumption Table, available at www.snowflake.com/en/legal/.

16.2. Snowflake’s Disaster Recovery. Notwithstanding the foregoing, Snowflake maintains its own disaster recovery plan (“DRP”) for the Service and tests the DRP at least annually.

16.3. Snowflake’s Business Continuity. Snowflake also maintains a business continuity plan (“BCP”) and tests the BCP at least annually.

2.1.4. The existing Table 3 (Global Snowflake Support Hours) of the Support Policy referenced as part of the Agreement shall be modified by adding the following as a new row:

2.1.5. The following shall be added to the Agreement following the final sentence in Section 4.2:

The Documentation explains how the Service collects Usage Data. For example, certain Usage Data may leave the Snowflake deployments in the Kingdom of Saudi Arabia.  Customer is responsible for reading, understanding, and complying with the Documentation. 

3. European Economic Area

The following provisions apply only to Order Forms under which (i) Customer has a “Ship To” address in the European Economic Area (“EEA”) and (ii) Snowflake provides a “data processing service,” as defined under Regulation (EU) 2023/2854 (the “EU Data Act”). Such Order Forms will be referred to as “EEA Order Forms.”

3.1. Switching Notice. Customer may elect to Switch (as such term is defined under the EU Data Act) from the Service pursuant to Article 25 of the EU Data Act by providing Snowflake with written notice at least two (2) months prior to the intended Switching date (the "Switching Notice"), in accordance with Section 13.6 (Notice) (or its equivalent) of the Agreement (the “Notice Instructions”). The period beginning on the date Snowflake receives the Switching Notice containing all of the information described below and ending on the intended Switching date specified by Customer is referred to as the “Notice Period.” The Switching Notice must clearly identify the following:

i. the Switching date

ii. the specific EEA Order Form(s) Customer intends to Switch (the “Covered Order Forms”)

iii. whether Customer intends to:

a. Switch to one or more alternative Destination Providers (as defined in the EU Data Act), in which case Customer will provide the necessary details for each Destination Provider; or

b. Switch to Customer’s On-Premises ICT Infrastructure (as defined under the EU Data Act).

iv. whether Customer:

a. Will export from the Service data identified in the Documentation as exportable (“Exportable Data”) in connection with Switching (a “Switch with Export”); or

b. Will not export any Exportable Data in connection with Switching (a “Switch without Export”).

3.2. Switch With Export Process.

3.2.1. Transitional Period. If Customer elects a Switch with Export, upon expiration of the Notice Period, Customer will have thirty (30) calendar days (the “Transitional Period”) to export Exportable Data from the Service. Prior to expiration of the Transitional Period, Customer may request a one-time extension of the Transitional Period of up to thirty (30) additional calendar days to retrieve Exportable Data. If necessary due to technical limitations, Snowflake may also request one extension of the Transitional Period by notifying Customer within fourteen (14) days of being informed that Customer intends to elect Switch with Export in the Switching Notice. Subject to the terms of the Agreement and performance of Customer's obligations thereunder, the Service will remain available to Customer during the Transitional Period (including any permitted extensions thereof) and remain subject to the terms of the Agreement and the applicable EEA Order Forms.

3.2.2. Data Retrieval. Upon expiration of the Transitional Period, Customer will have up to thirty (30) calendar days to access the Service solely to retrieve Exportable Data (the “Retrieval Period”). Notwithstanding the termination or expiration of the Agreement or any Covered Order Forms, any provisions of the Agreement and Covered Order Forms that are applicable to Customer’s access to and retrieval of Exportable Data from the Service shall continue in full force and effect solely for the duration of the Retrieval Period.

3.2.3. Termination. The Agreement with respect to the Covered Order Forms will be considered terminated upon the occurrence of the following (the “Termination Date”):

i. For Customers who elect a Switch with Export, upon the earlier of:

a. Customer notifying Snowflake of the successful completion of its Switching following the Notice Instructions; and

b. the expiration of the Transitional Period (as it may be extended in accordance with Section 3.2.1 herein).

ii. For Customers who elect a Switch without Export, upon expiration of the Notice Period.

3.2.4. Notwithstanding any termination or anything to the contrary in the Agreement, this Local Country Addendum or any Covered Order Form, Customer shall pay for all of its use of the Snowflake Offerings.

3.2.5. Customer may elect to withdraw a Switching Notice at any time prior to the Termination Date by notifying Snowflake at the Notice Address, in which case the Agreement with respect to the Covered Order Forms will not terminate. For the avoidance of doubt, all payment obligations are non-cancelable and Customer shall not be entitled to any refund of fees. All outstanding payment obligations under the Agreement (including, without limitation, all relevant fees under each applicable Covered Order Form) shall become immediately due and payable upon the effective Termination Date.

3.3. Account Closure. Following the termination of the Retrieval Period, if applicable, or the Termination Date, whichever is later, Snowflake will close the Accounts associated with the Covered Order Forms on Customer’s behalf.

3.4. Snowflake Assistance. Snowflake will provide reasonable assistance to facilitate Switching under the EU Data Act, which may include access to self-serve application programming interfaces or other tooling through which Customer may retrieve Exportable Data. Customer may request such assistance by submitting a standard support request.

3.5. Data Erasure. Customer must notify Snowflake at [email protected] to request the erasure of its Exportable Data in accordance with Article 25 of the EU Data Act. Customer should not request erasure until it has retrieved all of the Exportable Data it wants to retrieve, and acknowledges that if it submits an erasure request before the expiration of the Retrieval Period, such Exportable Data may not be available for retrieval. In the absence of such a written request, Snowflake will follow its standard data deletion procedures with respect to such data.

3.6. Information on Switching. Information on the categories of Exportable Data and available methods for Switching, including data export functionality, is described in the Documentation.

3.7. Resellers. If Customer purchases the Snowflake Offerings through a reseller, then the Switching Notice must be submitted by the reseller, and any payment terms or termination rights referenced herein are not applicable and are superseded by the terms of the agreement between Customer and the reseller.

3.8. Other Relevant Information.

3.8.1. The jurisdictions in which Snowflake hosts Customer Data ("Hosting Regions," as defined in the DPA) are described in the Documentation. As described in the DPA, such Hosting Regions are selected by the Customer on the applicable EEA Order Form or are otherwise configured by the Customer via the Service.

3.8.2. Information regarding the technical, organizational, and contractual measures adopted by Snowflake to prevent international governmental access to or transfer of non-personal data held in the EU, where such access or transfer would create a conflict with EU law or the national laws of an EU Member State, can be found at https://www.snowflake.com/en/legal/addenda/security-addendum/ (or such successor URL as may be designated by Snowflake).

4. India

The following changes will be made to the Agreement if Customer is executing its Order Form with SNFL CLOUDTECH INDIA PRIVATE LTD and such changes shall only apply in connection with such Order Form:

4.1. A new section 6.1A shall be added to the Agreement as follows:

6.1A Electronic Invoices. Snowflake shall raise electronic invoices (“E-invoice”) for the provided Snowflake Offerings and upload the same on the Government of India portal in accordance with the laws of India. Snowflake will not accept any changes in an E-invoice which is recorded and reported (i) on the E-invoice portal maintained by the Government of India, or (ii) in the goods and services tax returns of Snowflake under the tax laws of India.

4.2. The existing Taxes Section in the Agreement shall be deleted in its entirety and replaced with the following:

6.2. Taxes. Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Snowflake Offerings by its Users. If Snowflake has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Snowflake will invoice Customer and Customer will pay that amount unless Customer provides Snowflake with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Snowflake, except if the customer is required by India law to pay the Tax Deducted at Source (“TDS”) on the Fees. Customer is responsible for filing the proper tax forms, making the appropriate TDS payments to the tax authorities and promptly providing Snowflake with the withholding tax certificate. Customer will provide its applicable Goods and Services Tax Identification Number (“GSTIN”) on the Order Form to confirm the business use of the purchased services in the corresponding business location of the customer.

4.3. The existing Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate Section in the Agreement shall be deleted in its entirety and replaced with the following:

13.4. Governing Law; Jurisdiction and Venue; Snowflake Affiliate. This Agreement will be governed by the laws of India without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. If there is a dispute between the parties as to matters covered by this Agreement, or the validity, enforceability or interpretation thereof (each, a “Dispute”), the Dispute shall be submitted to the Singapore International Arbitration Centre, with venue and seat of arbitration as Singapore. The arbitration should be conducted in English language before a single arbitrator having experience in technology disputes. The award shall be final and binding and enforceable in any court of competent jurisdiction. The parties undertake and agree that all arbitral proceedings conducted with reference to this Section shall be kept strictly confidential and all information disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings. The provisions of this Section shall not prevent either party from seeking immediate injunctive relief or to enforce an arbitration award in any court of competent jurisdiction. If the subject matter of a Dispute does not permit the parties to use the dispute resolution or arbitration procedures set forth herein or such dispute resolution or arbitration procedures are deemed unenforceable, then any such Dispute shall be subject to and the jurisdiction and venue for actions related to the subject matter hereof will be the courts located in Bangalore, Karnataka and both parties hereby submit to the personal jurisdiction of such courts. While the Snowflake entity contracting with Customer remains fully liable and responsible for all Snowflake obligations under this Agreement, the parties acknowledge that certain obligations under this Agreement may be fulfilled by other Snowflake Affiliates, including, but not limited to, Snowflake Inc.

4.4. The existing Execution Section in the Agreement shall be deleted in its entirety and replaced with the following:

13.14. Execution. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. The parties will be bound by signatures made by hand or electronic means, which may be transmitted to the other party by mail, hand delivery, email and/or any electronic method and will have the same binding effect as any original ink signature. Each party warrants such execution is valid and binding in accordance with applicable law.