Conversion Software Terms of Use
Last Updated: February 6, 2025
These Conversion Software Terms of Use (“TOU”) govern use of the conversion software provided by or on behalf of Snowflake (the “Conversion Software”) and supersede any previous written or oral agreements and communications relating to the Conversion Software. As used herein, “Snowflake” shall mean the applicable Snowflake entity as set forth under “Contracting Entities” at https://www.snowflake.com/en/legal/; “Company” shall mean the person or entity agreeing to this TOU; and “Snowflake Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake.
BY CLICKING “ACCEPT” TO THE TOU, OR USING THE CONVERSION SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THE TOU. IF YOU ARE USING THE CONVERSION SOFTWARE 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 TOU, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS TOU ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE CONVERSION SOFTWARE. YOU AGREE THAT THIS TOU IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY COMPANY.
1. INTERNAL USE LICENSE. Subject to the terms and conditions of this TOU, Snowflake hereby provides Company a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to install and use the Conversion Software in object code form solely for Company’s internal business purposes of converting code and other database objects in support of Company’s migration of data to the Snowflake Service (“Conversion License”). There are no restrictions on the above license related to the amount of code that may be converted by the Conversion Software or the number of Company users to which Company may grant access to the Conversion Software.
2. PARTNER USE. If Company chooses to provide external products or services related to the Conversion Software, Company agrees to additionally comply with the terms and conditions in the attached Partner Services Addendum.
3. COMPANY RESPONSIBILITIES. Company will be responsible for its and any of its users’ use of the Conversion Software and for its and their compliance with the Conversion License and this TOU. Company hereby warrants that it has sufficient rights in and access to any products, services, database objects, code or other data being used in connection with the Conversion Software. Company 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 Conversion Software to a third party; (b) use the Conversion Software for any migration other than to the Snowflake Service; (c) reverse engineer, decompile or disassemble the Conversion Software, or seek to obtain its source code or non-public APIs, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake); (d) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Conversion Software; (e) circumvent or disable any technological or security features or measures in the Conversion Software; (f) modify or create derivative works of the Conversion Software or incorporate the Conversion Software into any other product; (g) remove or obscure any proprietary or other notices contained in the Conversion Software; or (h) use the Conversion Software to benchmark Snowflake’s products or platforms, to generate competitive analysis or to build a competitive product or service. Company shall comply with applicable laws.
4. SNOWFLAKE RIGHTS. Any or all Conversion Licenses granted hereunder may be terminated by Snowflake at any time for any or no reason. Upon such termination or expiration, Company must cease use and delete all copies of the Conversion Software in its possession, custody or control. Except for the limited license granted herein, no rights, title or interest in or to the Conversion Software are granted or transferred to Company. Notwithstanding anything in these TOU to the contrary, Snowflake may update or change these TOU from time to time. Snowflake will provide at least thirty (30) days’ notice to Company via the email address Company used to download the Conversion Software, and any such update to the TOU will become effective at the conclusion of the notice period. Company’s sole and exclusive remedy if it does not agree to any updates or changes to these TOU will be to terminate these TOU and cease using the Conversion Software. Company’s failure to terminate these Terms within the notice period will constitute Company’s agreement to such update or change.
5. SOFTWARE UPDATES AND USAGE DATA. Updates to Conversion Software may be made available from time to time by Snowflake, in its sole discretion. Such updates are considered part of the Conversion Software once installed. Notwithstanding the foregoing, the Conversion Software does not include any support services and is hereby expressly excluded from all support and service level obligations otherwise applicable to the Snowflake Service. Company acknowledges that the Conversion Software may send certain usage data and error logs to Snowflake, and Snowflake may use such usage data and error logs to develop, improve, support, and operate its products and services.
6. NO WARRANTY. THE CONVERSION SOFTWARE IS PROVIDED “AS IS,” AND SNOWFLAKE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONVERSION SOFTWARE, 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 CONVERSION SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SNOWFLAKE WARRANT ANY LEVEL OF CONVERSION SUCCESS FOR SPECIFIC CODE USED WITH THE CONVERSION SOFTWARE. COMPANY IS RESPONSIBLE FOR TESTING THE CONVERSION SOFTWARE PRIOR TO USE AND DETERMINING ITS SUITABILITY FOR COMPANY’S USE AND PURPOSES. THE CONVERSION SOFTWARE IS NOT A DELIVERABLE NOR PART OF THE SNOWFLAKE SERVICE, AND IT IS EXCLUDED FROM SNOWFLAKE’S SECURITY, SUPPORT, SERVICE LEVEL, COMPLIANCE AND PRIVACY OBLIGATIONS APPLICABLE TO THE SNOWFLAKE SERVICE.
7. LIMITATION OF LIABILITY. SNOWFLAKE’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) ARISING FROM OR RELATED TO THE CONVERSION SOFTWARE SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50). IN NO EVENT WILL SNOWFLAKE BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE TRANSLATED CODE, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THE CONVERSION SOFTWARE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE PARTIES AGREE THAT THIS SECTION 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 TOU IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
PARTNER SERVICES ADDENDUM
The terms and conditions in this addendum apply only to the extent Company chooses to provide external products or services related to the Conversion Software. Any such use of the Conversion Software is subject to the TOU and this Partner Services Addendum (the “Addendum”). Notwithstanding anything to the contrary, any conflict between the terms in this Addendum and the rest of the TOU will be resolved in favor of the terms in this Addendum.
1. PARTNER USE LICENSE. Subject to the terms and conditions of this Addendum, Snowflake hereby provides Company a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to install and use the Conversion Software (the “Partner Conversion License”) in object code form solely to facilitate migration of code and other database objects to the Snowflake Service for a third party who has entered into a separate agreement with Company (such third party, an “End User” and services relating to such use, the “Partner Offering”).
2. LICENSE RESTRICTIONS. In making the Partner Offering available, Company may not distribute the Conversion Software to End Users; instead, End Users must obtain the Conversion Software directly from Snowflake. Further, Company may not charge for access to the Conversion Software itself, but Company may charge End Users for the Partner Offering.
3. PARTNER OBLIGATIONS & RESTRICTIONS. Company remains solely responsible and liable for its own relationships and agreements with the End User and for the Partner Offering. Company may not: (a) hold itself out as an agent of Snowflake or represent or imply to any third party that services or products offered by Company alongside the Conversion Software are provided by or affiliated in any way with Snowflake; (b) make any legal representations, guarantees or warranties of any type on behalf of Snowflake, or describe the Conversion Software in a manner inconsistent with this Addendum or the descriptions and terms contained in the applicable documentation; (c) obscure or remove any marks associating the Conversion Software with Snowflake; (d) represent or imply to any third party that the Conversion Software is provided by Company; or (e) violate any anti-corruption or other laws or engage in any deceptive, misleading, illegal, or unethical practices.
4. SNOWFLAKE RIGHTS. Any or all Partner Conversion Licenses granted pursuant to this Addendum may be terminated by Snowflake at any time for any or no reason. Upon such termination or expiration, Company must cease use and delete all copies of the Conversion Software in its possession, custody or control. Except for the limited license granted herein, no rights, title or interest in or to the Conversion Software are granted or transferred to Company.
5. NO THIRD-PARTY BENEFICIARY. This TOU and Addendum are made solely for the benefit of Snowflake and Company and each of their successors or assigns. No other person, including an End User, shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this TOU or Addendum as a third-party beneficiary or otherwise. Snowflake has no obligation or liability to such third parties for the Partner Offering.
6. COMPANY INDEMNIFICATION. Company will defend Snowflake from and against any third-party claim arising from or relating to any claims or disputes by Company that arise from the Conversion Software or Partner Offering, and will indemnify and hold harmless Snowflake from and against any damages and costs awarded against Snowflake or agreed in settlement by Company (including reasonable attorneys’ fees) resulting from such claim.
7. INDEMNIFICATION PROCEDURES. In the event of a potential indemnity obligation under Section 6, Snowflake will: (a) promptly notify Company in writing of the claim, (b) allow Company the right to control the investigation, defense and settlement (if applicable) of such claim at Company’s sole cost and expense, and (c) upon request of Company, provide all necessary cooperation at Company’s expense. Failure by Snowflake to notify Company of a claim under this Section shall not relieve Company of its obligations under this Section, however Company shall not be liable for any litigation expenses that Snowflake incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to Company in accordance with this Section. Company may not settle any claim in any matter that would require obligation on the part of Snowflake (other than payment or ceasing to use infringing materials), or any admission of fault by Snowflake, without Snowflake’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Further, any indemnification obligation under Section 6 will not apply if Snowflake settles or makes any admission with respect to a claim without Company’s prior written consent.