Crunchy Bridge Terms of Service

AGREEMENT

These Crunchy Bridge Terms of Service (“Agreement”) are entered into by and between Snowflake Inc. (“Snowflake”) and the entity or person placing an order for, or accessing, the Crunchy Bridge Offering (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any ancillary documents (e.g., attachments, addenda, exhibits) expressly referenced as part of the Agreement.

The “Effective Date” of this Agreement is the date of Customer’s initial access to the Crunchy Bridge Offering (as defined below) through any online provisioning, registration or order process.

Modifications to this Agreement: From time to time, Snowflake may modify this Agreement. Unless otherwise specified by Snowflake, changes become effective for Customer upon renewal of the then-current Subscription Term after the updated version of this Agreement goes into effect. Snowflake will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. Continued use of the Crunchy Bridge Offering after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

Future Migration: Customer acknowledges and agrees that in the future, Snowflake may, in its sole discretion, make a separate managed PostgreSQL offering available to Customer as part of its Service (the “Postgres Service Offering”), as an alternative solution to the Crunchy Bridge Offering, in which case Snowflake will provide notice to Customer in accordance with Section 13.6 (Notice). To the extent that Customer migrates to the Postgres Service Offering, Customer acknowledges and agrees that (i) Customer will be bound by the applicable Service Agreement with respect to its use of the Postgres Service Offering; and (ii) this Agreement will be automatically terminated in accordance with Section 7 (Term and Termination).

1. Use of Crunchy Bridge Offering.

1.1. Crunchy Bridge Offering Provision and Access; Client Software; External Offerings. Snowflake will make the Crunchy Bridge Offering available to Customer for the Subscription Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Crunchy Bridge Offering by each such Contractor or Affiliate is solely for the benefit of Customer or such Affiliate. Customer shall be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer. To the extent Customer installs Client Software in connection with its use of the Crunchy Bridge Offering, Snowflake grants to Customer and its Users a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally in connection with Customer’s and its Affiliates’ use of the Crunchy Bridge Offering, subject to the terms and conditions of this Agreement and the Documentation.

1.2. Compliance with Applicable Laws. Snowflake will provide the Crunchy Bridge Offering in accordance with its obligations under laws and government regulations applicable to Snowflake’s provision of the Crunchy Bridge Offering to its customers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of the Crunchy Bridge Offering, without regard to Customer’s particular use of the Crunchy Bridge Offering and subject to Customer’s use of the Crunchy Bridge Offering in accordance with this Agreement.

1.3. General Restrictions. Customer will not (and will not permit any third party to): (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Crunchy Bridge Offering to a third party (except as set forth in the Documentation for Crunchy Bridge Offering features expressly intended to enable Customer to provide its third parties with access to Customer Data) or in a service bureau or outsourcing offering; (b) use the Crunchy Bridge Offering to provide, or incorporate the Crunchy Bridge Offering into, any substantially similar cloud-based 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 Crunchy Bridge Offering, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake); (d) remove or obscure any proprietary or other notices contained in the Crunchy Bridge Offering; or (e) use the Crunchy Bridge Offering in violation of the Acceptable Use Policy.

1.4 External Offerings. Customer acknowledges and agrees that External Offerings are not part of the Crunchy Bridge Offering. Customer will acquire and maintain all rights and licenses to any applicable External Offerings necessary for Customer’s use thereof in connection with the Crunchy Bridge Offering, including pursuant to any governing terms from the External Offering provider that may apply to such External Offering (“Additional Terms”). Customer shall use all External Offerings in accordance with (a) this Agreement; (b) any applicable Additional Terms; (c) the Documentation; and (d) all applicable laws and regulations, including any applicable data protection laws or regulations. Further, Customer shall not use External Offerings in a manner that (i) causes Snowflake to be in breach of its obligations under applicable laws and regulations; or (ii) violates the rights or terms of any third party. Customer acknowledges and agrees that External Offerings are not created or maintained by Snowflake, notwithstanding anything to the contrary in this Agreement, and that Snowflake accepts no responsibility or liability of any kind for any External Offering or the content or information made available in any External Offering. For the avoidance of doubt, to the extent that Customer utilizes the Crunchy Bridge Offering to transfer data for which Snowflake is processor under the Agreement out of the Crunchy Bridge Offering to any External Offerings, Customer understands and agrees that such transferred data is no longer data processed by or on behalf of Snowflake.

2. Customer Data.

2.1. Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Crunchy Bridge Offering. 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 the Customer Data solely to the extent necessary to provide the Crunchy Bridge Offering to Customer, to prevent or address service or technical problems therein, or as may be required by law.

2.2. Use Obligations.

(a) In General. Customer’s use of the Crunchy Bridge Offering and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Snowflake under this Agreement and that the processing of Customer Data by Snowflake in accordance with this Agreement will not violate any laws or the rights of any third party.

(b) Heightened Standards. Customer agrees not to process any Customer Data that is subject to any heightened standards (e.g., EBA Guidelines, PCI-DSS, FedRAMP, U.S. state government authorizations (e.g., StateRAMP or TX-RAMP), DFARS, the Criminal Justice Information Services Security Policy, Internal Revenue Service Publication 1075, or other similar heightened standards in the Crunchy Bridge Offering).

(c) HIPAA Data. Customer agrees not to process any HIPAA Data in the Crunchy Bridge Offering unless Customer has entered into a BAA with Snowflake. Unless a BAA is in place, Snowflake will have no liability under this Agreement for HIPAA Data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. If Customer is permitted to process HIPAA Data in the Crunchy Bridge Offering, then Customer may process HIPAA Data in the Crunchy Bridge Offering only by providing it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.

2.3. Data Privacy. The parties shall comply with the DPA.

3. Security. The parties shall comply with the Security Addendum.

4. Intellectual Property.

4.1. Snowflake Technology. 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 Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Snowflake Technology is granted to Customer. Further, Customer acknowledges that the Crunchy Bridge Offering is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for the Crunchy Bridge Offering, except (if applicable) for the Client Software in object code format. Snowflake may freely use and incorporate any suggestions, comments or other feedback about the Crunchy Bridge Offering voluntarily provided by Customer or Users into the Snowflake Technology.

4.2. Usage Data. Notwithstanding anything to the contrary in this Agreement, Snowflake may collect and use Usage Data to develop, improve, support, and operate its products and services. Snowflake may not share any Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 5 (Confidentiality) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified.

4.3. Customer Reference. Snowflake may identify Customer as its customer to other Snowflake customers or prospective customers, including for purposes of facilitating Customer-controlled data sharing hereunder. Without limiting the foregoing, Snowflake may use and display Customer’s name, logo, trademarks, and service marks on Snowflake’s website and in Snowflake’s marketing materials in connection with identifying Customer as a customer of Snowflake. Upon Customer’s written request, Snowflake will promptly remove any such marks from Snowflake’s website and, to the extent commercially feasible, Snowflake’s marketing materials.

5. Confidentiality. Each Party (as the “Receiving Party”) (i) will not use any Confidential Information of the other Party (the “Disclosing Party”) for any purpose outside the scope of these Terms, (ii) will use the same degree of care to protect the Confidential Information of the Disclosing Party that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), and (iii) except as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party to those of Receiving Party’s and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information, including an opportunity for the Disclosing Party to seek appropriate administrative or judicial relief. 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.

6. Fees and Payment; Taxes; Payment Disputes.

6.1. Fees and Payment. Customer will be charged for, and agrees to pay Snowflake, on a monthly basis, Fees incurred by Customer, as further described in the Plans and Pricing Documentation, as may be updated from time to time. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. By using the Crunchy Bridge Offering and providing a Payment Method for Customer’s use of the Crunchy Bridge Offering, Customer hereby authorizes Snowflake (or its designee) to charge Customer’s Payment Method during the first week of each month during the Subscription Term for all applicable Fees incurred during the previous month. Customer acknowledges that the amount billed each month may vary depending on Customer’s use of the Crunchy Bridge Offering. If a payment is not successfully settled (e.g., due to expiration or insufficient funds), Customer remains responsible for any uncollected amounts, authorizes Snowflake to continue billing Customer’s Payment Method, and acknowledges that, for certain Payment Methods, the Payment Method issuer may charge a foreign transaction fee and/or other charges, for which Customer will be responsible. Any amounts due to Snowflake and not paid when due will accrue late charges of 1.5% per month (or the highest rate permitted by applicable law, if less). Customer will reimburse Snowflake for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting from Customer overdue amounts payable hereunder. To the fullest extent permitted by law, Customer waives all potential claims against Snowflake relating to Fees unless claimed within sixty (60) days after the Fees are charged. Snowflake may, in its sole discretion, offer Customer promotional credits or other free use of the Crunchy Bridge Offering. Any such credits or free use will be credited against Customer’s monthly Fees. Promotional credits and any other free use of the Crunchy Bridge Offering have no cash value, are non-transferable and non-refundable, and expire thirty (30) days after they are issued, unless otherwise indicated by Snowflake. Customer also acknowledges and agrees that Customer’s use of the Crunchy Bridge Offering may be limited or capped by Snowflake in its sole discretion.

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 Crunchy Bridge Offering 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 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 purchased services.

6.3. Payment Disputes. Snowflake will not exercise its rights under Section 7.2 (Termination) or Section 7.5(a) (Suspension of the Crunchy Bridge Offering) with respect to non-payment by Customer in the event of a Payment Dispute. If the parties are unable to resolve such Payment Dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement (including under Section 7.2 and Section 7.5(a)), at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full. If Customer is the U.S. Government, unresolved payment disputes will be handled in accordance with the Disputes clause in Section 13.3.

7. Term and Termination.

7.1. Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms.

7.2. Termination. Customer may terminate this Agreement for any reason by providing notice via email to Snowflake and requesting termination. Snowflake may terminate this Agreement (a) for any reason by providing at least thirty (30) days’ advance notice to Customer; and (b) for cause immediately upon notice to Customer if Customer: (i) fails to pay Fees within seven (7) days after written notice of non-payment (without limiting Section 6.3 (Payment Disputes)); (ii) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (iii) ceases operation without a successor; or (iv) 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 Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

7.3. Effect of Termination; Customer Data Retrieval. Upon written notice to Snowflake, Customer will have up to ten (10) calendar days from termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement shall continue in full force and effect for the duration of the Retrieval Right. Snowflake shall have no further obligation to make Customer Data available after the later of (a) the effective date of termination of this Agreement, or (b) the Retrieval Right period, if applicable, and thereafter Snowflake shall promptly delete the Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data and shall cease use of and access to the Crunchy Bridge Offering (including any related Snowflake Technology) and delete all copies of Client Software, Documentation, any associated passwords or access codes, and any other Snowflake Confidential Information in its possession. Notwithstanding any termination or anything to the contrary in this Agreement, Snowflake will charge Customer’s Payment Method for all of its use of the Crunchy Bridge Offering.

7.4. Survival. The following sections will survive any expiration or termination of this Agreement: 1.3 (General Restrictions), 4 (Intellectual Property), 5 (Confidentiality), 6.1 (Fees and Payment), 6.2 (Taxes), 7 (Term and Termination), 8.2 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitation of Remedies and Damages), 13 (General Terms), and 14 (Definitions).

7.5. Suspension of the Crunchy Bridge Offering. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Snowflake reserves the right to suspend provision of the Crunchy Bridge Offering: (a) if any Fees are seven (7) days or more overdue (and are not otherwise subject to Section 6.3 (Payment Disputes)); (b) if Snowflake deems such suspension necessary as a result of Customer’s breach of Sections 1.3 (General Restrictions) or 2.2 (Use Obligations); (c) if Snowflake reasonably determines suspension is necessary to avoid material harm to Snowflake or its customers, including if the Crunchy Bridge Offering is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Snowflake’s control; or (d) as required by law or at the request of governmental entities. Snowflake in its sole discretion may also impose network bandwidth and transaction length limitations on your use of the Crunchy Bridge Offering.

8. Warranty.

8.1. Mutual Warranty. Each party warrants that it has validly entered into this Agreement and has the legal power to do so.

8.2. Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CRUNCHY BRIDGE OFFERING, THE CLIENT SOFTWARE AND SAMPLE DATA ARE 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 CRUNCHY BRIDGE OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SNOWFLAKE WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY.

9. Support. During a Subscription Term, Snowflake will use commercially reasonable efforts to respond to support cases submitted by Customer in accordance with the Documentation that relate to the Crunchy Bridge Offering. Notwithstanding the foregoing, Snowflake makes no guarantees regarding support case response times, resolution of support cases, or status updates.

10. Maintenance and Availability. From time to time, Crunchy Data may apply upgrades, patches, bug fixes, or other maintenance (“Maintenance”) to the Crunchy Bridge Offering. Snowflake will use commercially reasonable efforts to provide Customer with prior notice of any scheduled maintenance, except in cases of emergency maintenance. Such notice may be provided by posting scheduled maintenance on https://status.crunchybridge.com/. Snowflake may notify Customer of certain Maintenance-related requirements from time to time, and Customer will use commercially reasonable efforts to comply with all such requirements. During a Subscription Term, Snowflake will use commercially reasonable efforts to monitor and maintain the availability of the Crunchy Bridge Offering, in accordance with the Documentation. Notwithstanding the foregoing, Snowflake makes no guarantees regarding the availability of the Crunchy Bridge Offering.

11. Indemnification.

11.1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Crunchy Bridge Offering, when used in accordance with this Agreement and the Documentation, 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 Crunchy Bridge Offering results (or in Snowflake’s opinion is likely to result) in an infringement claim, Snowflake may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Crunchy Bridge Offering; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer any prepaid unused Fees. The foregoing indemnification obligation of Snowflake will not apply to the extent the applicable claim is attributable to: (1) the modification of the Crunchy Bridge Offering by any party other than Snowflake or based on Customer’s specifications or requirements; (2) the combination of the Crunchy Bridge Offering with other products or processes; (3) any use of the Crunchy Bridge Offering in non-conformity with this Agreement; or (4) any action arising as a result of Customer Data, or 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. Where the Customer is the U.S. Government and written approval of the Attorney General is required for the Government to accept the procedures set forth in Section 11.3, Snowflake will, upon such approval, defend, indemnify, and hold harmless the Customer as set forth under this Section.

11.2. Indemnification by Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to any Customer Data or any Customer-offered product or service used in connection with the Crunchy Bridge Offering 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. ​​If Customer is the U.S. Government, then to the extent that any indemnity or limitation of liability obligation set forth in this Section 11 or in any document referenced herein and/or appended hereto, is deemed unlawful, it shall not apply. In lieu of such Customer indemnity obligation(s), Customer hereby agrees to provide a warranty of the subject matter covered in such applicable indemnity section. Specifically, without limitation, Customer agrees that it is solely responsible for all risks arising from or relating to any Customer Data or any Customer-offered product or service used in connection with the Crunchy Bridge Offering, and hereby represents and warrants that any Customer Data or any Customer-offered product or service used in connection with the Crunchy Bridge Offering will not violate this Agreement or applicable law, infringe or misappropriate any third-party rights, or cause harm to any third party or Snowflake.

11.3. Indemnification Procedures. In the event of a potential indemnity obligation under Section 11, the indemnified party will: (a) promptly notify the indemnifying party in writing of the claim, (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under Section 11 shall not relieve the indemnifying party of its obligations under Section 11. However, the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

12. Limitation of Remedies and Damages. EXCEPT AS TO “EXCLUDED CLAIMS,” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:

(A) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, COVER COSTS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;

(B) SUBJECT TO SUBSECTION (C) BELOW, EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO SNOWFLAKE IN THE PRIOR 12 MONTHS UNDER THIS AGREEMENT TO WHICH SUCH LIABILITY RELATES;

(C) THE PARTIES AGREE THAT SECTION 12 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND

(D) THE APPLICABLE MONETARY CAPS SET FORTH IN SECTION 12 SHALL APPLY, ON AN AGGREGATED BASIS, ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) GOVERNING CUSTOMER’S USE OF THE CRUNCHY BRIDGE OFFERING ENTERED INTO BETWEEN SNOWFLAKE AND ANY CUSTOMER “AFFILIATES.”

13. General Terms.

13.1. Assignment. To the extent permitted by law, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement to the extent permitted by law in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and Snowflake may assign this Agreement in its entirety to any Authorized Snowflake Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this section will be null and void.

13.2. Severability; Interpretation; Conflicts. Except as specified in Section 13.3(b) (U.S. Customer) below, if an arbitrator or court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of this Agreement. Except for the Acceptable Use Policy, the DPA, the Security Addendum and the Support Policy, each of which shall govern solely with respect to the subject matter therein, this Agreement governs and controls in the event of a conflict with any other ancillary documents or provisions applicable to the Crunchy Bridge Offering unless otherwise expressly agreed in writing by the parties.

13.3. Dispute Resolution.

(a) Generally. Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of the contract between the parties which are allegedly being breached). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The procedures in this Section 13.3(a) (Generally) shall not apply to claims subject to indemnification under Section 11 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misuse, misappropriation or ownership of intellectual property, trade secrets or Confidential Information. Where the Customer is the U.S. Government, and the parties fail to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this Agreement, the dispute shall be in accordance with applicable law and will not be subject to the binding arbitration terms set forth in Section 13.3(b) (U.S. Customer) below.

(b) U.S. Customer. Without limiting Section 13.3(a) (Generally) above, if Customer is, or at any time during the term of this Agreement becomes, party to an Order Form having a “ship-to” address located in the United States, then: EACH PARTY (I) AGREES THAT, EXCEPT AS PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO THE CRUNCHY BRIDGE OFFERINGS INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES OR DISPUTES UNDER SECTION 11 (INDEMNIFICATION) ABOVE (COLLECTIVELY, “DISPUTES”) WILL BE DETERMINED SOLELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY. Either party may commence an arbitration proceeding by filing a demand for arbitration with the Judicial Arbitration and Mediation Crunchy Bridge Offerings (“JAMS”). Arbitration of Disputes for total damages: (1) of $250,000 or less will be conducted under the then-applicable JAMS “Streamlined Arbitration Rules & Procedures”; and (2) exceeding $250,000, will be conducted by the then-applicable JAMS “Comprehensive Arbitration Rules & Procedures,” located at https://www.jamsadr.com/, and except as modified by this Agreement. Arbitration hearings will be conducted in the JAMS office nearest Customer’s United States mailing address set forth in the Order Form if initiated and selected by Customer, otherwise in San Francisco County, California, U.S.A. The arbitrator shall have the exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, formation, existence, validity, and scope of the parties’ agreement to arbitrate. Payment of all arbitration filing, administrative, and arbitrator fees will be governed by applicable JAMS rules. If the class action waiver in Section 13.3(b)(I) is found to be unenforceable, then the entirety of this Section 13.3(b) shall be null and void. Notwithstanding the foregoing, the parties agree that a party may seek injunctive or other equitable relief in court to enjoin misuse, misappropriation or ownership of intellectual property, trade secrets or Confidential Information.

13.4. Governing Law; Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to the conflict of laws. Except with respect to any claims subject to arbitration in accordance with Section 13.3(b) (U.S. Customer), the exclusive jurisdiction and venue for any actions will be the state and federal courts located in New Castle County, Delaware, U.S.A. and Snowflake and Customer each irrevocably consent to, and waive any objection to, jurisdiction and venue in such courts. If Customer is the U.S. Federal Government or an agency thereof, this Agreement will be governed by the federal laws of the United States and jurisdiction and venue for actions related to the subject matter hereof will be the United States federal courts. If the Customer is a U.S. State Government or an agency thereof, this Agreement will be governed by the laws of that State.

13.5. Authorized Snowflake Affiliate. While Snowflake 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 Authorized Snowflake Affiliates, including without limitation, Snowflake.

13.6. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the following addresses: (i) for Customer, to the email address or billing address associated with Customer’s Account; and (ii) for Snowflake, to [email protected] or the applicable notice address made available under “Contracting Entities” at https://www.snowflake.com/en/legal/. Notices will be deemed to have been received by the addressee upon: (a) personal delivery; (b) the second business day after being mailed or couriered; or (c) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which for clarity must be made by mail or courier.

13.7. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.

13.8. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Snowflake may change and update the Crunchy Bridge Offering (in which case Snowflake may update the applicable Documentation accordingly). For clarity, all URL terms expressly referenced herein include any updates made thereto, as posted to https://www.snowflake.com/legal or a successor website designated by Snowflake.

13.9. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement, except to the extent expressly stated in this Agreement.

13.10. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

13.11. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent and neither party’s employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.

13.12. Export Control. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Crunchy Bridge Offering under this Agreement. Without limiting the foregoing, Customer represents and warrants that it: (a) is not listed on, or majority-owned by any entity listed on, any U.S. or other applicable government list of prohibited or restricted parties; (b) is not located in (or a national of) a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a “state sponsor of terrorism”; (c) will not (and will not permit any third parties to) access or use the Crunchy Bridge Offering in violation of any U.S. export embargo, prohibition or restriction; and (d) will not submit to the Crunchy Bridge Offering any information that is controlled under the U.S. International Traffic in Arms Regulations.

13.13. U.S. Government Terms. To the extent Customer is an agency of or otherwise represents the United States federal government, (i) it hereby agrees that the Crunchy Bridge Offering qualifies as a “commercial product” as defined by FAR Part 2.101 or the state law corollary, and (ii) Snowflake provides the Crunchy Bridge Offering, including all related software and, to the extent applicable, the Snowflake Technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Crunchy Bridge Offering include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with the United States Federal Acquisition Regulation (“FAR”) section 12.211 (Technical Data) and FAR section 12.212 (Software) and, for Department of Defense transactions, the United States Defense Federal Acquisition Regulation Supplement (“DFARS”) section 252.227-7015 (Technical Data Commercial Items) and DFARS section 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Snowflake to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

13.14 Previews. Snowflake may make certain Previews available to Customer. Customer may access and use Previews solely for its internal evaluation purposes and in accordance with the Preview Terms.

14. Definitions.

“Acceptable Use Policy” means Snowflake’s acceptable use policy, made available at https://www.snowflake.com/legal. For clarity, all references to “Snowflake Offerings” and the “Service” within the Acceptable Use Policy shall be interpreted to mean the Crunchy Bridge Offering, and all references to the “Agreement” in the Acceptable Use Policy shall be interpreted to mean this Agreement.

“Account” means Customer’s account in the Crunchy Bridge Offering in which Customer stores and processes Customer Data.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.¹

“Authorized Snowflake Affiliate” means a Snowflake Affiliate identified as an “Authorized Snowflake Affiliate” under “Snowflake Sub-Processors and Affiliates” at https://www.snowflake.com/legal/.

“BAA” means a business associate agreement governing the parties’ respective obligations with respect to any HIPAA Data processed by Customer in the Crunchy Bridge Offering in accordance with the terms of this Agreement.

“Client Software” is any desktop client software that is made available to Customer by Snowflake for installation on Users’ computers to be used in connection with the applicable Crunchy Bridge Offering.

“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data will be deemed Confidential Information of Customer without any marking or further designation. All Snowflake Technology and the terms and conditions of this Agreement will be deemed Confidential Information of Snowflake without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party.

“Contractor” means Customer’s and its Affiliates’ independent contractors and consultants.

“Crunchy Bridge Offering” means the managed PostgreSQL offering hosted by or on behalf of Snowflake, as further described in the Documentation, and ordered by or for Customer via https://crunchybridge.com/register (or such successor URL as may be designated by Snowflake).

“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Crunchy Bridge Offering.

“Disclosing Party” is defined in Section 5 (Confidentiality).

“Documentation” means Snowflake’s technical documentation and usage guides expressly designated by Snowflake as applicable to the Crunchy Bridge Offering at https://docs.crunchybridge.com/.

“DPA” means the Crunchy Bridge Data Processing Addendum, made available at https://www.snowflake.com/en/legal/.

“Excluded Claims” means obligations and claims based on: (a) a party’s breach of its obligations in Section 5 (Confidentiality) (but excluding obligations and claims relating to Customer Data); (b) either party’s express obligations under Section 11 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct).

“External Offerings” means separate or third-party data, databases, code, services, extensions, programming languages, offerings or applications that are independent from, but interoperate with the Crunchy Bridge Offering, and may be procured or used by Customer.

“FAR” and “DFARS” are respectively as defined in Section 13.13 (U.S. Government Terms).

“Fees” means the fees in U.S. Dollars payable by Customer to Snowflake for the Crunchy Bridge Offering.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

“HIPAA Data” means any patient, medical or other protected health information regulated by HIPAA or any similar U.S. federal or state laws, rules or regulations.

“Payment Dispute” means Customer’s reasonable and good faith dispute over the applicability of certain charges that have not yet been paid by Customer which Customer is diligently cooperating to resolve.

“Payment Method” means a current, valid method of payment (e.g., a credit card) accepted by Snowflake.

“Plans and Pricing Documentation” means the Crunchy Bridge Plans and Pricing Documentation, made available at https://docs.crunchybridge.com/concepts/plans-pricing (pricing listed in U.S. Dollars).

“Preview(s)” means products, features, services, software, regions or cloud providers that Snowflake does not yet make generally available, e.g., those that are labeled as “private preview,” “public preview,” “pre-release” or “beta.”

“Preview Terms” means the Preview Terms of Service located at https://www.snowflake.com/en/legal/, which, for clarity, shall govern and supersede any other terms that may otherwise conflict with respect to use of Previews. For clarity, all references to the “Service” within the Acceptable Use Policy shall be interpreted to mean the Crunchy Bridge Offering, and all references to the “Agreement” in the Acceptable Use Policy shall be interpreted to mean this Agreement.

“Receiving Party” is defined in Section 5 (Confidentiality).

“Sample Data” means any data (including from third-party sources) provided or made available to Customer by Snowflake solely for Customer’s internal testing, evaluation, and other non-production use of the Crunchy Bridge Offering during the Subscription Term, which Snowflake may delete or require Customer to cease using at any time upon advance notice.

“Security Addendum” means the Crunchy Bridge Security Addendum, made available at https://www.snowflake.com/en/legal/.

“Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake, as described at https://docs.snowflake.com/. For clarity, the Crunchy Bridge Offering is not part of the Service.

“Service 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/, between Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).

“Snowflake Technology” means the Crunchy Bridge Offering, Documentation, Client Software, and any and all related and underlying technology and documentation in the Crunchy Bridge Offering; and any derivative works, modifications, or improvements of any of the foregoing.

“Subscription Term” means a one-month term that automatically renews each month for an additional one-month term unless terminated in accordance with this Agreement.

“Taxes” means taxes, levies, duties 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.

“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.

“Usage Data” means usage and operations data in connection with the Customer’s use of the Crunchy Bridge Offering, including query logs and metadata (e.g., object definitions and properties).

“User” means the persons designated and granted access to the Crunchy Bridge Offering by or on behalf of Customer, including, as applicable, any of its and its Affiliates’ Contractors.

“VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Customer is legally registered and the ordered services are used for business use.