Openflow Connector for Oracle Addendum
Last Updated: August 07, 2026 | Previous Versions
YOUR ACCESS TO AND USE OF THE OCO OFFERING IS SUBJECT TO EITHER (1) AN EXISTING AND VALID OPENFLOW CONNECTOR FOR ORACLE ADDENDUM THAT HAS BEEN AGREED BETWEEN YOU (“CUSTOMER”) AND SNOWFLAKE (“APPROVED OCO ADDENDUM”); OR (2) IF NO APPROVED OCO ADDENDUM EXISTS, THIS OPENFLOW CONNECTOR FOR ORACLE ADDENDUM (THE “OCO ADDENDUM”). THIS OCO ADDENDUM SUPPLEMENTS AND AMENDS THE MASTER AGREEMENT BY AND BETWEEN CUSTOMER AND THE APPLICABLE SNOWFLAKE ENTITY (“SNOWFLAKE”) GOVERNING CUSTOMER’S USE OF THE SERVICE (THE “BASE AGREEMENT” AND, TOGETHER WITH THIS OCO ADDENDUM, ANY ORDER FORM(S), AND ANY OTHER APPLICABLE ATTACHMENTS AND EXHIBITS INCORPORATED INTO THE BASE AGREEMENT BY REFERENCE, IN EACH CASE AS AMENDED, THE “AGREEMENT”). FOR PUBLIC SECTOR ENTITIES, THIS OCO ADDENDUM APPLIES ONLY TO DIRECT TRANSACTIONS WITH SNOWFLAKE AND DOES NOT APPLY TO RESALE TRANSACTIONS. IF CUSTOMER PURCHASED OR INTENDS TO PURCHASE THE SNOWFLAKE SERVICE THROUGH A SNOWFLAKE AUTHORIZED RESELLER, PLEASE CONTACT YOUR RESELLER TO DETERMINE IF AN APPROVED OCO ADDENDUM APPLIES.
BY INDICATING YOUR ACCEPTANCE OF THIS OCO ADDENDUM OR ACCESSING OR USING THE OCO OFFERING, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS OCO ADDENDUM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS OCO ADDENDUM, ARE NOT AUTHORIZED OR ARE PREVENTED BY LAW FROM ACCEPTING THESE TERMS, YOU MAY NOT ACCESS OR USE THE OCO OFFERING AND YOU SHOULD REACH OUT TO YOUR SNOWFLAKE SALES REPRESENTATIVE FOR ASSISTANCE. YOU AGREE THAT THIS OCO ADDENDUM IS ENFORCEABLE AS IF IT WERE A WRITTEN AGREEMENT SIGNED BY CUSTOMER AND SNOWFLAKE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS OCO ADDENDUM AND THE BASE AGREEMENT, THIS OCO 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 OCO ADDENDUM, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS OCO ADDENDUM ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
DEFINITIONS. Capitalized terms used in this OCO Addendum have the meanings given in Section 7 (Definitions) or elsewhere in this OCO Addendum. Capitalized terms used but not defined in this OCO Addendum have the meanings given in the Base Agreement.
1. GENERAL.
1.1. Licensing Models. The OCO Offering is made available under two models:
1.1.1. “Embedded License Use” means use of the OCO Offering where Customer receives from Snowflake, under this OCO Addendum, the right to use the Supplier API as part of the OCO Offering. Customer’s use of the Supplier API is subject to the applicable Oracle Pass-Through Terms in Exhibit A; or
1.1.2. “Independent License Use” means use of the OCO Offering where Customer obtains and maintains, independently of Snowflake and outside of this OCO Addendum, the rights necessary to use the Supplier API as part of the OCO Offering. Where Customer has obtained access to the Supplier API by way of this Independent License Use model, Snowflake accepts no responsibility with respect to the Supplier API whatsoever and does not, without limitation, extend any indemnification or warranty with respect to such. Customer’s rights to use the Supplier API arise under Customer’s separate agreement with Oracle or its applicable licensor, and not under this OCO Addendum. Customer must look solely to Oracle for all matters, responsibility and obligations related to the Supplier API under this model.
1.2 Provisioning. Except for the Supplier API in the Independent License Use, Snowflake will make the OCO Offering available for use by Customer and its Authorized Users solely in accordance with this OCO Addendum, the Base Agreement and the Documentation.
1.3 Supplier API. Notwithstanding anything to the contrary hereunder or in any terms and conditions between Customer and Oracle, the Supplier API is owned or controlled by Oracle or its licensors, not Snowflake. Except for Snowflake’s express obligations under this OCO Addendum with respect to Embedded License Use, Snowflake does not control and is not responsible for: (i) the Supplier API or Oracle’s systems, services, data, support, or changes to the Supplier API; (ii) under Independent License Use, Customer’s rights to use the Supplier API or Customer’s separate relationship with Oracle; or (iii) Customer’s source systems, configurations, credentials, permissions, network connectivity, or instructions. Snowflake will not be liable for any failure, unavailability, delay, loss, or damage to the extent caused by any of the foregoing.
2. INTELLECTUAL PROPERTY.
2.1 Supplier API License for Embedded License Use. For Embedded License Use, subject to Customer's payment of the applicable fees and compliance with this OCO Addendum and the Agreement, Snowflake grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to use the Supplier API solely as part of the OCO Offering for the Permitted Use for the Duration.
2.2 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.
3. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
3.1 Mutual. Each party represents and warrants that it has validly entered into this OCO Addendum and has the legal power and authority to do so.
3.2 Embedded License Use. If Customer elects the Embedded License Use of the OCO Offering, Customer represents, warrants, and covenants that it will (i) comply with the Oracle Pass-Through Terms in Exhibit A; and (ii) accurately and completely report to Snowflake (within the Service) Customer’s use (including any subsequent changes) of the Supplier API and Customer’s Licensed Core count.
3.3. 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).
4. FEES AND PAYMENT.
4.1 Fees. The applicable fees for the Embedded License Use are set forth in the Consumption Table. By electing the Embedded License Use, Customer agrees to pay all such fees.
4.2 Restricted Commercial Arrangements. Customer may not pay for its Embedded License Use using Capacity purchased through the Google Cloud Marketplace.
4.3 Right of Acceleration. If this OCO Addendum is terminated and Customer has remaining fees that are committed but unpaid (e.g., if Customer has elected the monthly billing option on the Consumption Table), Snowflake may declare all outstanding fees due and payable immediately as a single lump sum payment.
5. 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 OCO 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 Base Agreement. If Customer is the U.S. Government, then to the extent any indemnity or limitation of liability obligation in this Section 5 (or any document referenced herein or appended hereto) is deemed unlawful, it will not apply. Further, where written approval of the Attorney General is required for the Government to accept the procedures in this Section 5 (Indemnification), Snowflake will, upon such approval, defend, indemnify, and hold harmless the Customer as set forth in this Section.
6. TERM AND TERMINATION.
6.1 Term. This OCO Addendum is effective as of the date Customer accepts this OCO Addendum and will terminate on the earlier of: (i) the termination date of the Base Agreement; or (ii) the effective date of termination of this OCO Addendum.
6.2 Termination. Either party may terminate this OCO Addendum (via written notice pursuant to the notice provisions of the Base Agreement) if the other party: (a) fails to cure any material breach of this OCO Addendum (including a failure to pay applicable 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 OCO Addendum, including termination, will be without prejudice to any other remedies it may have under this OCO Addendum, by law or otherwise. Notwithstanding the foregoing, if Customer is the U.S. Government, unresolved payment disputes will be handled in accordance with the Disputes clause set forth in the Agreement.
6.3 Survival. This Section 6 (Term and Termination) and the following sections will survive any termination of this OCO Addendum or the Base Agreement: Sections 1.1 (Licensing Models); 1.3 (Supplier API); 2.2 (Snowflake and Supplier Rights); 3 (Representations, Warranties and Covenants); 4 (Fees and Payment); 5 (Indemnification); 6.4 (Effect of Termination); 7 (Definitions); and Exhibit A (Oracle Pass Through Terms).
6.4 Effect of Termination. Upon termination of this OCO Addendum, all rights, licenses, and authorizations granted to Customer under this OCO 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 and related documentation in its possession. Customer will certify such deletion in writing upon Snowflake’s request. For any Public Sector Entity, the deletion obligation in this Section 6.4 shall be subject to (a) Customer’s applicable records retention requirements under applicable law, regulation, or court order, and (b) for U.S. Federal Government Customers, the destruction-or-return obligation in Exhibit B, Schedule 1, Section J, which shall control to the extent of any conflict.
7. DEFINITIONS.
7.1 “Base Agreement” has the meaning set forth in the introductory paragraph.
7.2 “Capacity” has the meaning set forth in an applicable order form to the Base Agreement.
7.3 “Consumption Table” means the Snowflake Service Consumption Table made available at https://www.snowflake.com/en/legal/.
7.4 “Duration” means the period during which: (i) this OCO Addendum and the Base Agreement are in effect; (ii) Customer remains up-to-date on any applicable fees; and (iii) Customer remains in compliance with this OCO Addendum and the Base Agreement.
7.5 “Embedded License Use” has the meaning set forth in Section 1.1 (Licensing Models).
7.6 “Independent License Use” has the meaning set forth in Section 1.1 (Licensing Models).
7.7 “Licensed Core” means a single processing core in a CPU, multiplied by the Licensing Factor, where such processing core is: (i) running an Oracle database; and (ii) connected to the OCO Offering.
7.8 “Licensing Factor” means the then-applicable “Core Processor Licensing Factor,” as described in 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 may designate), as may be updated from time to time.
7.9 “Oracle” means Oracle America, Inc.
7.10 “OCO Addendum” has the meaning set forth in the introductory paragraph.
7.11 “OCO Offering” means the Snowflake connector described as the “Openflow Connector for Oracle” in the Documentation, together with the Supplier API (per Section 1.1, the Supplier API may be provisioned either by way of the Embedded License Use or the Independent License Use model). “Oracle Pass-Through Terms” means the Oracle-mandated pass-through terms governing Customer's use of the Supplier API under the Embedded License Use model, as set forth in Exhibit A (Oracle Pass-Through Terms).
7.12 “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.
7.13 “Public Sector Entity” means any of the following: (a) any government agency, ministry, department, branch, or division at any level (national, state, provincial, or local), whether executive, legislative, judicial, or administrative; (b) any political party, political organization, quasi-governmental body, international governing or regulatory organization, public foundation, public organization, or non-governmental organization (e.g., the United Nations, World Bank, or International Red Cross); (c) any entity for which any of the following applies: (i) a government owns at least 30% of the entity; (ii) a government has voting control, or the right to appoint officers, directors, or management; (iii) a government has formally designated the entity as an agency, instrumentality, or state-owned enterprise; (iv) the entity is fully or partially funded or subsidized by a government (including to "break even"), or its profits inure directly to a government; or (v) the entity's employees are considered public officials or civil servants under applicable law or local custom; or (d) any entity that: (i) performs functions that a government formally recognizes as governmental, or that the public generally perceives as governmental; (ii) holds a monopoly or exclusive administrative authority over a public function; or (iii) provides services to the public at large that a local government treats as its own.
7.14 “Snowflake” has the meaning set forth in the introductory paragraph.
7.15 “Supplier API” means the “XStream Out” application programming interface that is owned by Oracle or its licensors.
7.16 “U.S. Government” means an agency of the federal government of the United States of America, or any government of any state thereunder. If the Customer is a state government or an agency of a state government, then references to federal law or regulations shall be replaced with a reference to the corresponding state law or regulation if such exists.
EXHIBIT A (Oracle Pass-Through Terms)
The following terms apply to the Embedded License Use of the OCO Offering.
ORACLE PASS-THROUGH TERMS
1.1 Customer may not permit its affiliates to use the Supplier API under this OCO Addendum. However, Customer may permit its users, agents, or contractors to use the Supplier API (subject to this OCO 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.
1.2 Oracle and its licensors retain all ownership and intellectual property rights to the Supplier API.
1.3 Customer may not assign, give, or transfer the Supplier API (or any interest in the Supplier API) to another individual or entity.
1.4 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 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.
1.5 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.
1.6 Customer acknowledges and agrees that, with respect to Customer’s use of the Supplier API under this OCO Addendum, Oracle 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.
1.7 Customer may not publish any benchmark test results run on the Supplier API.
1.8 Customer acknowledges and agrees that the use of the Supplier API under this OCO Addendum is subject to a restricted license and may only be used pursuant to this OCO Addendum. Customer may not modify the Supplier API.
1.9 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.
1.10 Customer acknowledges and agrees that, as between Customer and Oracle, Oracle is not obligated to perform any obligations and will not incur any liability under this OCO Addendum.
1.11. 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 or assign the audit rights in this section to Oracle.
1.12 Customer acknowledges and agrees that Oracle is a third-party beneficiary of this OCO Addendum.
1.13 Customer acknowledges and agrees that the Uniform Computer Information Transactions Act does not apply to this OCO Addendum.
1.14 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 OCO Addendum.
1.15 Customer acknowledges and agrees that Snowflake may notify Oracle if Snowflake becomes aware of any breach of this OCO Addendum pertaining to the use of the Supplier API, and that Snowflake may (at Oracle’s request) assign some or all of its rights in these Oracle Pass-Through Terms to Oracle.
1.16 Customer acknowledges and agrees that Snowflake may report Customer’s Licensed Core count, name, and address to Oracle.
