Snowflake Openflow BYOC Terms
Last Updated: May 15, 2025
These Terms supplement the Customer Agreement and govern Customer’s use of the Openflow BYOC Offering in connection with the Service. By accessing or using the Openflow BYOC Offering, Customer is accepting all of the terms and conditions of these Terms. These Terms are enforceable like any written agreement signed by Customer and Snowflake. In the event of any conflict between these Terms and the Customer Agreement, these Terms will govern.
Where Customer is a U.S. Governmental Entity, by accessing or using the Openflow BYOC Offering, Customer is accepting all the terms and conditions of these Terms on behalf of such U.S. Governmental Entity or ordering entity and not in the capacity of the individual person accepting these Terms.
IF YOU ARE USING THE OPENFLOW BYOC 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 AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
1. DEFINITIONS. The definitions in Section 16 (Defined Terms) below apply to these Terms. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning given to them in the Customer Agreement.
2. GENERAL.
2.1. Architecture. The Openflow BYOC Offering has two primary components: the Data Plane and the Control Plane.
The “Data Plane” is Snowflake-provided “Openflow” software, consisting of a collection of Openflow deployments, that runs in the Customer Environment to process Openflow Content, as further described in the Documentation. For clarity, the Data Plane excludes Connectors.
The “Control Plane” is software that runs in the Cloud Environment as part of the Service to provision and monitor Data Plane instances.
Openflow Content is processed solely within the Data Plane, not within the Control Plane. These Terms apply only when and for the duration that Customer chooses to run the Data Plane.
2.2. Provisioning. Snowflake will make the Openflow BYOC Offering available for use by Customer and its Authorized Users solely in accordance with these Terms and the Documentation.
3. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES.
3.1. Updates. Upon notice by Snowflake, Customer agrees to promptly apply all updates, security patches, and fixes to the Data Plane. Snowflake is not responsible for any bugs, vulnerabilities, or defects in the Data Plane where: (i) Snowflake has made an applicable update available; and (ii) Customer has not applied such update.
3.2. Customer Responsibilities. Customer acknowledges and agrees that Openflow Content is hosted within the Customer Environment, and Snowflake neither hosts nor controls such Customer Environment. Customer is solely responsible for: (i) securing access to the Customer Environment; (ii) securing Openflow Content within the Customer Environment; (iii) backing up Openflow Content; (iv) configuring any audit logs as appropriate; (v) installing, configuring, and operating the Data Plane in accordance with the Documentation; (vi) managing and securing the runtime environment for the Data Plane; (vii) preventing any unauthorized access to or use of the Customer Environment, Openflow Content, and the Data Plane; (viii) ensuring that the Data Plane is subject to Customer’s reasonable security procedures within the Customer Environment (e.g., scanning and testing); (ix) promptly notifying [email protected] of any known or suspected breach of security or misuse of the Data Plane or, to the extent it could affect the Service, the Customer Environment; (x) promptly notifying [email protected] of any vulnerabilities that Customer is aware of in the Openflow BYOC Offering; and (xi) providing, in a timely manner, all reasonably required cooperation for setup and management of the Openflow BYOC Offering.
3.3. General Obligations. Customer’s use of the Data Plane and Openflow Content will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data privacy, localization, or sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer has and will retain sole responsibility for the accuracy, content, and legality of all Openflow Content. Customer represents and warrants that Customer has and will have sufficient rights in the Openflow Content to grant any necessary rights to Snowflake under these Terms. Customer further represents and warrants that, to the extent Snowflake processes Openflow Content, Snowflake’s processing of Openflow Content in accordance with these Terms will not violate any laws or the rights of any third party. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer.
3.4. General Restrictions. Customer shall not, and shall not permit any third party to, directly or indirectly: (i) block, disable, tamper with, or otherwise interfere with critical operations traffic (e.g., billing data) between the Data Plane and the Control Plane; (ii) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make the Data Plane available to a third party or in a service bureau or outsourcing offering; (iii) use the Data Plane to provide, or incorporate the Openflow BYOC Offering into, any substantially similar service for the benefit of a third party; (iv) reverse engineer, decompile, disable, modify, create derivative works of, derive, or attempt to discover the source code (in whole or in part) underlying the Data Plane; (v) breach or attempt to breach the security or authentication measures of the Data Plane or willfully or intentionally render any part of the Data Plane unusable; (vi) use the Data Plane other than as described in the Documentation; or (vii) use the Data Plane in violation of the Acceptable Use Policy. Further, Customer shall not use the Data Plane in a manner that (a) causes Snowflake to be in breach of its obligations under applicable laws and regulations; or (b) violates the rights or terms of any third party.
4. INTELLECTUAL PROPERTY.
4.1. License Grant. Subject to these Terms, Snowflake hereby grants Customer a non-exclusive, worldwide, non-sublicensable, non-transferable, revocable license to install, integrate, and use the Data Plane solely for Customer’s internal business purposes while Customer has valid access to the Openflow BYOC Offering.
4.2. Open Source Licenses. If any part of the Data Plane is under an open source license, the terms of such license will apply to the use of such open source components, including, without limitation, any provisions governing access to source code, modification, or distribution. In the event of any conflict between the open source license and these Terms, the open source license shall govern only for such open source components.
4.3. Snowflake 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 Openflow BYOC Offering, and any modifications, improvements, and derivative works of the foregoing. Except for the express limited rights set forth in these Terms, no right, title or interest in the Openflow BYOC Offering is granted to Customer.
4.4. Feedback. At its option, Snowflake may freely use and incorporate any suggestions, comments, or other feedback about the Openflow BYOC Offering voluntarily provided by Customer or by any Authorized Users into Snowflake’s products and services.
5. OPENFLOW CONTENT. As between the Parties, Customer or its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to Openflow Content. Subject to the terms of this Agreement, Customer hereby grants to Snowflake and its Authorized Snowflake Affiliates a non-exclusive, worldwide, royalty-free right to process Openflow Content solely to the extent necessary to provide the Openflow BYOC Offering to Customer, to prevent or address service or technical problems therein, or as may be required by law.
6. OPENFLOW USAGE DATA. Customer acknowledges and agrees that Snowflake’s right to collect and use Usage Data under the Customer Agreement includes Snowflake’s right to collect and use Openflow Usage Data in the same manner.
7. PREVIEWS. Notwithstanding any terms to the contrary herein, Snowflake is making the Openflow BYOC Offering (and may make certain features within the Openflow BYOC Offering) available as a Preview, and such Preview is subject to the Preview Terms. Customer agrees that the Preview Terms govern Customer’s use of Previews and supersede any other terms that may otherwise conflict with respect to use thereof. For clarity, with respect to providing the Openflow BYOC Offering (or certain features within) as a Preview, (i) these Terms (together with the Customer Agreement) constitute the “Agreement” as used in the Preview Terms; and (ii) all references to the “Service” solely within the Preview Terms shall mean the Openflow BYOC Offering.
8. PRIVACY. For any Snowflake processing of Openflow Content, the DPA shall apply to the extent applicable to the nature of processing Openflow Content. For clarity, as between Snowflake and Customer, Snowflake shall Process (as defined in the DPA) Openflow Content only as a Data Processor (or sub-processor) (as defined in the DPA) acting on behalf of Customer and, with respect to CCPA (as defined in the DPA), as a “service provider” as defined therein, in each case regardless of whether Customer acts as a Data Controller (as defined in the DPA) or as a Data Processor on behalf of a Third-Party Controller (as defined in the DPA) with respect to Openflow Content.
9. SECURITY. The Security Addendum shall only apply to the Control Plane.
10. REPORTING, RECORD-KEEPING, AND AUDIT RIGHTS.
10.1. Reporting. Upon request, Customer, at its sole expense, will promptly provide Snowflake with (i) a detailed written report containing information sufficient for Snowflake to confirm Customer’s compliance with its obligations under these Terms (including, by way of example and not limitation, Customer’s compliance with any applicable licensing metrics) and (ii) records or additional information reasonably requested by Snowflake to verify the accuracy of such written report.
10.2. Audit. Snowflake may send a written request for an audit of Customer’s use of the Openflow BYOC Offering (including, by way of example and not limitation, Customer’s compliance with any applicable licensing metrics), 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. Any audit (including written reports), and any information arising therefrom shall be considered Customer’s Confidential Information. Where any audit reveals an underpayment, Customer will promptly remit to Snowflake the full amount of such underpayment. If such underpayment is more than 5% of the applicable amounts owed by Customer to Snowflake for the Openflow BYOC Offering, Customer will bear the full cost of such audit, notwithstanding anything herein to the contrary.
11. CONNECTORS. Customer may optionally use Connectors in connection with the Openflow BYOC Offering, subject to the “Snowflake Connectors” terms, as posted to https://www.snowflake.com/en/legal/ (or successor URL).
12. INDEMNIFICATION.
12.1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Data Plane, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the Data Plane results (or in Snowflake’s opinion is likely to result) in an infringement claim, Snowflake may either: (i) substitute functionally similar products or services; (ii) procure for Customer the right to continue using the Data Plane; or if (i) and (ii) are not commercially reasonable, (iii) terminate these Terms. The foregoing indemnification obligation of Snowflake will not apply to the extent the applicable claim is attributable to: (a) the modification of the Data Plane by any party other than Snowflake; (b) the combination of the Data Plane with products or processes not provided by Snowflake; (c) any use of the Data Plane in non-conformity with these Terms or the Documentation; (d) any action arising as a result of Customer Data or Openflow Content; or (e) any deliverables or components not provided by Snowflake. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
12.2. Indemnification by Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to any Openflow Content or any Customer-offered product or service used in connection with the Data Plane and will indemnify and hold harmless Snowflake from and against any damages and costs awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.
12.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 12 (Indemnification), the indemnified party will follow the indemnification procedures specified in the Customer Agreement.
13. LIMITATION OF LIABILITY. THE LIMITATION OF LIABILITY PROVISIONS IN THE CUSTOMER AGREEMENT SHALL APPLY TO CUSTOMER’S USE OF THE OPENFLOW BYOC OFFERING. STRICTLY FOR PURPOSES OF THE LIABILITY PROVISIONS OF THE CUSTOMER AGREEMENT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, “OPENFLOW CONTENT CLAIMS” SHALL BE A “DATA PROTECTION CLAIM” (OR EQUIVALENT TERM), AS SUCH TERM IS DEFINED AND USED IN THE CUSTOMER AGREEMENT.
14. TERM AND TERMINATION.
14.1. Term. The term begins on the Effective Date and will continue in full force and effect for the duration of the Customer Agreement, unless earlier terminated as provided below.
14.2. Termination. Either party may terminate these Terms for convenience by providing thirty (30) days’ written notice to the other party in accordance with the notice provisions in the Customer Agreement. For clarity, these Terms may be terminated without terminating the Customer Agreement.
14.3. Survival. This Section 14 (Term and Termination) and the following sections will survive any termination of these Terms: Sections 1 (Definitions); 3.4 (General Restrictions); 4 (Intellectual Property); 6 (Openflow Usage Data); 12 (Indemnification); 13 (Limitation of Liability); 15.2 (Warranty Disclaimer); and 16 (Defined Terms).
14.4. Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Customer’s ability to access and use the Openflow BYOC Offering; and (ii) Customer will, and will ensure its Authorized Users, promptly cease all use of the Openflow BYOC Offering and delete all copies of the Data Plane, Documentation, any associated passwords or access codes, and any other Snowflake Confidential Information related to the Openflow BYOC Offering in its possession. Snowflake will have no liability for any such limitation, termination, or suspension of access to or use of the Openflow BYOC Offering, nor will any such limitation, termination, or suspension limit any other rights or remedies Snowflake may have under these Terms, at law, or in equity.
Where Customer is a U.S. Government Entity, the following is added to the end of this Section 14.4 (Effect of Termination):
“Upon termination of these Terms, Customer will stop using the Openflow BYOC Offering. Any disputes related to the Terms will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”
15. WARRANTY.
15.1. Snowflake Warranty. In addition to the Snowflake warranty for the Service under the Customer Agreement, Snowflake warrants that the Data Plane will operate in substantial conformity with the applicable Documentation. This warranty will not apply if the error or non-conformance was caused by: (i) Customer’s misuse of the Data Plane; (ii) modifications to the Data Plane by Customer, its Authorized Users, or any third party; (iii) out-of-date software; or (iv) any other services, software, or hardware of Customer or any third parties used by Customer in connection with the Openflow BYOC Offering.
15.2. Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, THE OPENFLOW BYOC OFFERING IS PROVIDED “AS IS” AND SNOWFLAKE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SNOWFLAKE DOES NOT WARRANT THAT THE USE OF THE OPENFLOW BYOC OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE. SNOWFLAKE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS WITH THE OPENFLOW BYOC OFFERING RESULTING FROM OR INHERENT TO USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE SNOWFLAKE’S CONTROL.
“Notwithstanding the above Warranty Disclaimer, where Customer is a U.S. Government Entity, in the event of a dispute between Snowflake and Customer under this Section 15 (Warranty), Customer reserves all rights and remedies under these Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”
16. DEFINED TERMS.
16.1. “Authorized Users” means employees and contractors of Customer who are authorized by Customer to use the Openflow BYOC Offering.
16.2. “Cloud Environment” has the meaning set forth in the Security Addendum. 1
16.3. “Connectors” means Snowflake-provided software that interoperates with the Openflow BYOC Offering and facilitates data transfer to or from third-party sources. Connectors may be developed by Snowflake or by third parties.
16.4. “Control Plane” has the meaning set forth in Section 2.1 (Architecture).
16.5. “Customer” means the entity accepting these Terms.
16.6. “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), together with all expressly incorporated addenda, policies, exhibits, attachments, Order Forms, and other terms incorporated by reference therein, entered by and between Customer and Snowflake.
Notwithstanding the foregoing, where Customer is a Public Sector Entity and has purchased the Service via a Snowflake Public Sector Reseller, the above Section 16.6 (Customer Agreement) is hereby deleted in its entirety and replaced with the following:
“16.6. “Customer Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, together with all expressly incorporated addenda, policies, exhibits, attachments, Order Forms, and other terms incorporated by reference therein, entered by and between Customer and Snowflake, or Customer and a Snowflake Public Sector Reseller.”
16.7. “Customer Environment” means an environment controlled by Customer for hosting software or data. For clarity, the Customer Environment excludes Snowflake’s Cloud Environment.
16.8. “Data Plane” has the meaning set forth in Section 2.1 (Architecture).
16.9. “DPA” means the data processing addendum applicable to the Parties as incorporated in the Customer Agreement.
16.10. “Effective Date” means the date of Customer’s initial installation or use of the Openflow BYOC Offering.
16.11. “Openflow BYOC Offering” means the “Openflow” software-as-a-service offering related to the Data Plane and the Control Plane (as described in the Documentation).
16.12. “Openflow Content” means the data stored in the Customer Environment that Customer makes available to the Data Plane.
16.13. “Openflow Content Claims” means any claims arising from a party’s breach of Section 3 (Customer Obligations and Responsibilities), Section 8 (Privacy), Section 9 (Security), or confidentiality obligations under the Customer Agreement, where such breach results in the unauthorized disclosure of Openflow Content.
16.14. “Openflow Usage Data” means usage and operations data in connection with Customer’s use of the Data Plane, including metadata.
16.15. “Parties” means Snowflake and Customer, collectively.
16.16. “Preview Terms” means the Preview Terms of Service located at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake).
16.17. “Previews” means preview, beta, or other pre-general availability release of integrations and features for the Openflow BYOC Offering that are offered by or on behalf of Snowflake.
16.18. “Public Sector Entity” means an agency, organization, or other entity that is within (or is majority publicly-funded, -owned, -managed, or -controlled by): (i) any country's government at any level; (ii) a quasi-government entity (such as the World Bank); (iii) an international governing/regulatory body (such as an EU institution); or (iv) a majority publicly-funded institution (such as a college, university, or hospital).
16.19. “Security Addendum” means the security addendum applicable to the Parties as incorporated in the Customer Agreement.
16.20. “Snowflake Public Sector Reseller” means a distributor or reseller authorized to resell the Service to Public Sector Entities.
16.21. “Terms” means these Snowflake Openflow BYOC Terms, made available at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), which may be updated from time to time by Snowflake, including by posting updated terms on the Snowflake website.
16.22. "U.S. Governmental Entity” means an agency of the federal government of the United States of America, or any government of any state thereunder. If the U.S. Governmental Entity 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.
16.23. “Usage Data” has the meaning set forth in the Customer Agreement. 2
17. REGIONAL TERMS.
17.1. Quebec, Canada. The Parties have requested that these Terms and all related documents be drawn up in English only.
17.1.1. Les Parties souhaitent que les présentes Conditions et tous les documents connexes soient rédigés en anglais uniquement.
1 If the Security Addendum does not define “Cloud Environment,” Cloud Environment shall mean the VPC/VNET and storage hosted by the applicable cloud provider selected by Customer and used by Snowflake to provide the Service.
2 If the Customer Agreement refers to the defined term “Service Data,” such reference shall be interpreted to refer to Usage Data, as used herein.