Openflow Connector for Oracle Addendum

Last Updated: August 29, 2025

This Openflow Connector for Oracle Addendum (the “Addendum”) supplements, and is made part of, the Connector Terms and governs Customer’s use of the OCO Offering. By accessing or using the OCO Offering, Customer is accepting all of the terms and conditions of the Connector Terms and this Addendum, which constitutes a Paid Connector Addendum to the Connector Terms. This Addendum is enforceable like any written agreement signed by Customer and Snowflake. In the event of any conflict between this Addendum and the Connector Terms, this Addendum will govern with respect to the subject matter herein.

IF YOU ARE USING THE OCO OFFERING AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS ADDENDUM, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS ADDENDUM ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

1. DEFINITIONS. The definitions in Section 11 (Defined Terms) below and defined elsewhere  in this Addendum apply to this Addendum. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning given to them in the Connector Terms.

2. GENERAL.

2.1. Applicability. This Addendum governs Customer’s use of the OCO Offering. Customer may elect to use the OCO Offering in one of two ways:

“Embedded License Use” means use of the OCO Offering wherein Customer pays OCO Fees to Snowflake to use the Supplier API as part of the OCO Offering; and

“Independent License Use” means use of the OCO Offering wherein Customer obtains and maintains a valid license (independently of Snowflake and this Addendum) to use the Supplier API as part of the OCO Offering.

2.2. Provisioning. Snowflake will make the OCO Offering available for use by Customer and its Authorized Users solely in accordance with this Addendum and the Documentation.

3. INTELLECTUAL PROPERTY

3.1. License Grant for Embedded License Use. Subject to and conditioned on Customer’s payment of the OCO Fees and compliance with all other terms of this Addendum and the Connector Terms, Snowflake hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license to use the Supplier API for the Permitted Use for the Duration.

3.2. Snowflake and Supplier Rights. Snowflake and its suppliers have and will retain all right, title, and interest (including, without limitation, all patent, copyright, trade secret, or other proprietary rights) in and to the OCO Offering, and any modifications, improvements, and derivative works of the foregoing. The OCO Offering is licensed, not sold.

4. REPRESENTATIONS, WARRANTIES, AND COVENANTS.

4.1. Mutual. Each Party represents and warrants that it has validly entered into this Addendum and has the legal power to do so.

4.2. Embedded License Use. If Customer elects the Embedded License Use of the OCO Offering, Customer represents, warrants, and covenants that it will accurately and completely report to Snowflake within the Service, based on Customer’s use (including any subsequent changes) of the Supplier API: (i) Customer’s Licensed Core count; and (ii) any applicable Licensing Factors.

4.3. Independent License Use. If Customer elects the Independent License Use of the OCO Offering, Customer represents, warrants, and covenants that it has and will maintain a valid license to use the Supplier API as part of the OCO Offering pursuant to a separate, pre-existing agreement (e.g., for Oracle “GoldenGate” or successor program).

5. APPLICABILITY. The following sections of this Addendum will not apply to Customer’s Independent License Use of the OCO Offering: Section 3.1 (License Grant for Embedded License Use); Section 6 (Fees and Payment); and Section 7 (Oracle Passthrough Terms).

6. FEES AND PAYMENT.

6.1. Fees. Customer agrees to pay all OCO Fees as set forth in Exhibit A.

6.2. Payment.

6.2.1. Capacity. If Customer has sufficient Capacity, Snowflake will deduct OCO Fees from Customer’s remaining Capacity balance on a monthly basis in advance.

6.2.2. On-Demand. If Customer does not have sufficient Capacity for Snowflake to deduct the OCO Fees, Customer will pay Snowflake the OCO Fees in accordance with the on-demand payment terms of the Customer Agreement.

6.2.3. No Restricted Commercial Arrangements. Customer may not pay for its Embedded License Use using a Restricted Commercial Arrangement. If Customer originally elects the Embedded License Use under a Valid Commercial Arrangement and later switches to a Restricted Commercial Arrangement, Customer agrees to cease the Embedded License Use immediately at the end of the Duration. For clarity, this section does not restrict Customer’s Independent License Use of the OCO Offering.

6.2.4. Right of Acceleration.

6.2.4.1. Acceleration Triggers. If any of the following events occur, Snowflake may declare all outstanding and incurred OCO Fees due and payable immediately as a single lump sum payment: (i) this Addendum is terminated pursuant to Section 10 (Term and Termination); or (ii) Customer ceases to have a Valid Commercial Arrangement to pay OCO Fees.

6.2.4.2. Accelerated Payment. If Customer has a remaining Capacity balance, Snowflake will deduct the accelerated amount from such Capacity balance, and Customer will promptly remit to Snowflake any remaining amount in accordance with the on-demand payment terms of the Customer Agreement.

6.3. Taxes. OCO 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 OCO Offering by its Authorized 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 as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Snowflake receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. 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 VAT/GST registration number(s) to confirm the business use of the OCO Offering.

7. ORACLE PASSTHROUGH TERMS.

7.1. Customer may not permit its Affiliates to use the Supplier API under this Addendum. However, Customer may permit its users, agents, or contractors to use the Supplier API (subject to this Addendum) if such use is solely for the benefit of Customer. Customer will be responsible for any such use of the Supplier API, and acts or omissions by any user, agent, or contractor will be deemed acts by Customer.

7.2. Oracle America, Inc. and its licensors retain all ownership and intellectual property rights to the Supplier API.

7.3. Customer may not assign, give, or transfer the Supplier API (or any interest in the Supplier API) to another individual or entity.

7.4. Customer may not: (i) use the Supplier API for rental, timesharing, subscription service offering, hosting, or outsourcing; (ii) remove or modify from the Supplier API any markings or any notice of Oracle America, Inc.’s or its licensor’s proprietary rights; (iii) make the Supplier API available to any third party for use in the third party’s business operations; or (iv) permit title of the Supplier API to transfer to any other party.

7.5. Customer may not reverse engineer (unless required by law for interoperability), disassemble, or decompile the Supplier API, nor may Customer duplicate the Supplier API except as reasonably necessary for Customer’s licensed use of the Supplier API.

7.6. Customer acknowledges and agrees that, with respect to Customer’s use of the Supplier API under this Addendum, Oracle America, Inc. has no liability, to the extent permitted by applicable law, for (i) any damages, whether direct, indirect, incidental, special, punitive, or consequential; or (ii) any lost profits, revenue, data or data use; in each case of (i) and (ii), arising from Customer’s use of the Supplier API.

7.7. Customer may not publish any benchmark test results run on the Supplier API.

7.8. Customer acknowledges and agrees that the use of the Supplier API under this Addendum is subject to a restricted license and may only be used pursuant to this Addendum. Customer may not modify the Supplier API.

7.9. Customer must fully comply with all relevant export laws and regulations of the United States and other applicable export and import laws to ensure that the Supplier API is not exported, directly, or indirectly, in violation of applicable laws.

7.10. Customer acknowledges and agrees that, as between Customer and Oracle America, Inc., Oracle America, Inc. is not obligated to perform any obligations and will not incur any liability under this Addendum.

7.11. Snowflake may send a written request for an audit of Customer’s use of the Supplier API, including inspection of Customer’s records. Following receipt by Customer of such request, Snowflake and Customer shall mutually agree in advance on the details of the audit, including the: (i) party performing the audit; (ii) cost of such audit (if any); (iii) reasonable start date; (iv) scope and duration of the audit; and (v) security and confidentiality controls applicable to any such audit. Where any audit reveals an underpayment, Customer will promptly remit to Snowflake the full amount of such underpayment. Snowflake may report such audit results to Oracle America, Inc. or assign the audit rights in this section to Oracle America, Inc.

7.12. Customer acknowledges and agrees that Oracle America, Inc. is a third-party beneficiary of this Addendum.

7.13. Customer acknowledges and agrees that the Uniform Computer Information Transactions Act does not apply to this Addendum.

7.14. Customer acknowledges and agrees that the OCO Offering may include third-party technology that is governed by the terms of any applicable third-party technology licenses made available to Customer and not this Addendum.

7.15. Customer acknowledges and agrees that Snowflake may notify Oracle America, Inc. if Snowflake becomes aware of any breach of this Addendum pertaining to the use of the Supplier API, and that Snowflake may (at Oracle America, Inc.’s request) assign some or all of its rights in this Section 7 (Oracle Passthrough Terms) to Oracle America, Inc.

7.16. Customer acknowledges and agrees that Snowflake may report Customer’s Licensed Core count, any applicable Licensing Factors, name, and address to Oracle America, Inc.

7.17. Public Sector Entities may not use the Supplier API under this Addendum.

8. INDEMNIFICATION. Each Party (the “Indemnifying Party”) will defend the other Party (the “Indemnified Party”) against any claim by a third party arising out of the Indemnifying Party’s breach of its representations and warranties in this Addendum and will indemnify and hold harmless the Indemnified Party from and against any damages and costs awarded against the Indemnified Party or agreed in settlement by the Indemnifying Party (including reasonable attorneys’ fees) resulting from such claim. In the event of a potential indemnity obligation under this section, the Indemnified Party will notify the Indemnifying Party in accordance with the terms of the Customer Agreement.

9. LIMITATIONS OF LIABILITY.

9.1. Applicability. Any claims relating to this Addendum will be subject to this Section 9 (Limitations of Liability) instead of Section 11 (Limitations of Liability) of the Connector Terms.

10. TERM AND TERMINATION.

10.1. Term. The term of this Addendum will begin when Customer accepts this Addendum and will end on the earlier of: (i) the termination date of the Customer Agreement; or (ii) the termination date of this Addendum pursuant to this Section 10 (Term and Termination).

10.2. Termination. Either Party may terminate this Addendum (via written notice pursuant to Section 12.6 (Notice) of the Connector Terms) if the other Party: (a) fails to cure any material breach of this Addendum (including a failure to pay OCO Fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that Party and is not dismissed within sixty (60) days (to the extent such termination is not prohibited by law). Except where an exclusive remedy is specified, the exercise by either Party of any remedy under this Addendum, including termination, will be without prejudice to any other remedies it may have under this Addendum, by law or otherwise. If Customer terminates this Addendum due to Snowflake’s failure to cure a material breach of this Addendum, Customer will be relieved of paying any OCO Fees that have been incurred but are not yet due.

10.3. Survival. This Section 10 (Term and Termination) and the following sections will survive any termination of this Addendum or the Connector Terms: Sections 3.2 (Snowflake and Supplier Rights); 6 (Fees and Payment); 8 (Indemnification); 9 (Limitations of Liability); 11 (Definitions).

10.4. Effect of Termination. Upon termination of this Addendum, all rights, licenses, and authorizations granted to Customer under this Addendum will immediately terminate, and Customer will: (i) immediately cease all use of the OCO Offering; and (ii) delete all copies of the OCO Offering in its possession.

11. DEFINITIONS.

11.1. “Addendum” has the meaning set forth in the introductory paragraph.

11.2. "Capacity” has the meaning set forth in an applicable order form to the Customer Agreement.

11.3. “Consumption Table” means the Snowflake Service Consumption Table made available at https://www.snowflake.com/legal-files/CreditConsumptionTable.pdf.

11.4. “Connector Terms” means the Snowflake Connector Terms made available at https://www.snowflake.com/en/legal/optional-offerings/offering-specific-terms/connector-terms/.

11.5. “Duration” means the period of time during which: (i) this Addendum is in effect between Customer and Snowflake; and (ii) Customer remains current on its payment of OCO Fees.

11.6. “Embedded License Use” has the meaning set forth in Section 2 (General).

11.7. “Independent License Use” has the meaning set forth in Section 2 (General).

11.8. “License Unit Price” means the license price set forth in Table 7 (“Openflow Connector for Oracle”) of the Consumption Table.

11.9. “Licensed Core” means a single processing core in a CPU, where such CPU is: (i) running an Oracle database; and (ii) connected to the OCO Offering.

11.10. “Licensing Factor” means the then-applicable “Core Processor Licensing Factor,” as described in the Oracle Licensing Guidelines.

11.11. “OCO Fees” means all fees (including license and support & maintenance fees) payable to Snowflake under this Addendum, as described in Exhibit A.

11.12. “OCO Indemnity Claim” means any claim based on a Party’s express obligations under Section 8 (Indemnification).

11.13. “OCO Offering” means the Snowflake Connector described as the “Openflow Connector for Oracle” in the Documentation, together with the Supplier API.

11.14. “Oracle Licensing Guidelines” means the “Oracle Processor Core Factor Table” made available at https://www.oracle.com/contracts/docs/processor-core-factor-table-070634.pdf (or successor URL as Oracle America, Inc. may designate), as may be updated from time to time.

11.15. “Permitted Use” means the Embedded License Use of the OCO Offering by an Authorized User for Customer’s internal business operations in connection with Customer’s use of the Service.

11.16. “Restricted Commercial Arrangement” means a commercial arrangement to pay fees to Snowflake that leverages either: (i) a reseller; or (ii) the “Google Cloud Marketplace.”

11.17. “S&M Unit Price” means the support and maintenance price set forth in Table 7 (“Openflow Connector for Oracle”) of the Consumption Table.

11.18. “Supplier API” means the “XStream Out” application programming interface that is owned by Oracle America, Inc. or its licensors.

11.19. “Taxes” means taxes, levies, duties, tariffs, 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, property, or employees of Snowflake.

11.20. “Valid Commercial Arrangement” means any commercial arrangement to pay fees to Snowflake, other than a Restricted Commercial Arrangement.