Last Updated: June 16, 2023
The Application Form (defined below) and these Event Partner Terms and Conditions (collectively, the “Agreement”) by and between the entity sponsoring an Event (“Event Partner” or “You”) and the Snowflake entity identified on the Application Form (“Snowflake” or “We”) governs the sponsorship of and participation in an Event.
By submitting an Application Form agreeing to sponsor an Event, You are accepting the terms and conditions below. These terms supplement the Snowflake Partner Network (SPN) Program Agreement or other written agreement governing your participation in the SPN Program. If you sign up to sponsor an Event using an email address from your employer or another entity, or if you are an employee, contractor or agent of an entity, then (a) you will be deemed to represent that entity, (b) you hereby bind that entity to this agreement and represent and warrant that you have authority to do so and (c) the word “You” or “Event Partner” below will refer to that entity. The rights and benefits granted under this Agreement, including any benefits of sponsorship, are expressly conditioned upon acceptance by such authorized personnel. The Agreement is enforceable like any written agreement signed by You.
1. EVENT PARTNERSHIP PACKAGES
Each Event and related sponsorship packages and benefits (“Package”) are more fully described in the application form or online sign-up flow referencing this Agreement (the “Application Form”).
Event Partner agrees to pay all fees specified in the applicable Application Form. Unless otherwise set forth in the Application Form, payment is due Net 30 days from the date of Snowflake’s invoice or prior to the start of the Event, whichever is earlier. All event fees for selected packages or MPOs will be invoiced at the amounts listed on the Event Partner Application Form. Except as otherwise stated in this Agreement, payments are non-refundable and payment obligations non-cancelable. Snowflake reserves the right to revoke or prevent Event Partner’s Event participation in the event of late payment. Event Partner is solely responsible for obtaining any license(s) and/or permit(s) it requires and for any expenses it incurs in order to participate in the Event. Fees do not include taxes, levies and duties, including for example, any sales, use, GST, value-added, withholding or similar transactional tax (“Taxes”). Event Partner is solely responsible for the payment of all Taxes, associated with its purchase and use of the Package. If required by law, Snowflake will invoice and collect the Taxes for which Event Partner is responsible under this Agreement. Taxes will not be deducted from the payments to Snowflake, except as required by applicable law, in which case Event Partner 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. Event Partner will provide its VAT/GST Registration Number(s) (if applicable) on the Event Partner Application Form to confirm the business use of the Package. Any purchase order submitted by Event Partner is for its internal purposes only, and Snowflake rejects, and in the future is deemed to have rejected, any purchase order terms included in such purchase orders, which will have no effect.
3. USE OF MARKS/CONTENT; MARKETING
Event Partner grants to Snowflake and its affiliates a non-exclusive, worldwide royalty-free right to: (a) use Event Partner’s trademarks and logos in connection with the Event, including without limitation, promotional and marketing activities relating thereto and in any photographs or recordings of the Event and (b) to use, display and distribute any marketing materials or content Event Partner provides to Snowflake in connection with the Event. Snowflake may issue press releases announcing Event Partner’s participation in the Event where such press releases are approved in advance by the Event Partner (e.g., email). Snowflake will use reasonable efforts to comply with Event Partner’s branding guidelines that You timely provide to us in writing. Each party will retain ownership of their logos, trademarks and marketing materials, including any goodwill associated with their use. Event Partner may promote its participation in the Event by using the social media kit and or other marketing materials prepared by Snowflake specifically for the Event Any other marketing materials, including without limitation, any press release or other public announcement, contemplated by Event Partner in connection with the Event or the transactions contemplated hereunder must be approved in advance by Snowflake in writing (e.g., email). Event Partner agrees not to use any trademarks, trade names, logos, slogans or other intellectual property owned by Snowflake or its affiliates (“Snowflake Marks”), except as expressly permitted in writing. If authorized, Event Partner must comply with Snowflake’s Brand Guidelines which can be found at https://www.snowflake.com/brand-guidelines/ and Partner Content Guidelines and will cease any use when directed by Snowflake.
4. CONFIDENTIAL INFORMATION
Confidential information includes any information marked as confidential or which one would reasonably expect to be confidential in nature. Neither party will disclose such information to any third party, nor use the information for any purpose except as may be expressly authorized under this Agreement. Each party’s confidential information will remain its property and receiving party shall return all such information to the other party upon request.
5. EVENT PARTNER INFORMATION
Event Partner authorizes Snowflake to provide Event Partner contact information, including Event Partner’s address, phone number, fax number, email address and the business contact information of Event Partner’s designated contact person(s) and attendees, to the Snowflake event, marketing, and partner teams, Snowflake’s affiliates, and any vendor contracted to conduct work for this Event, as well as to the Event location provider and its employees, agents and contractors.
6. ATTENDEE LISTS
If Snowflake or its affiliates provide Event Partner with a list of Event attendees or registrants containing personal information, as defined under applicable data protection laws (“Personal Information”), in connection with the Event, Snowflake will ensure it has a valid basis of processing, if applicable under General Data Protection Regulation 2016/679 (“GDPR”) and/or the California Consumer Privacy Act of 2018 (“CCPA”), to collect and process Personal Information contained in such list and to subsequently transfer such list to Event Partner, who may process that Personal Information only in accordance with Section 7.
7. MARKETING AND DATA PROTECTION COMPLIANCE
Notwithstanding any other terms or conditions of this Agreement, if Snowflake or its affiliates provide Event Partner with Personal Information in connection with the Event, Event Partner will use, transfer, or process the data solely for the purposes of providing information about Event Partner’s products and services and for internal analytics related to such direct marketing campaigns. Event Partner shall not sell, share, or distribute such Personal Information for valuable consideration. Further, Event Partner shall ensure Event Partner’s subsequent processing of such Personal Information complies with applicable laws, including without limitation GDPR and the U.S. CAN-SPAM Act. Event Partner will provide any opt-out and disclosure information in the communications as may be required by applicable law. If Event Partner determines that it can no longer meet these obligations, it will immediately notify Snowflake and cease to use, transfer, or otherwise process the data.
Event Partner agrees to indemnify, defend, and hold harmless Snowflake, its affiliates and their officers, directors, employees, and agents (the “Indemnified Parties”) from and against any and all liability, demands, claims, costs, losses, or damages arising out of or relating to Event Partner’s participation in the Event or any actions of its officers, agents, employees, or other representatives, save to the extent caused by or contributed to by Snowflake or their employees, agents or contractors. In no event will the Indemnified Parties’ approval or use of Event Partner’s products or any other materials provided by Event Partner for the event, or the Indemnified Parties’ approval of Event Partner’s use of Event marks, affect the Indemnified Parties’ right of indemnification as described in this paragraph. This clause is expressly excluded from any limitations of liability set forth in this Agreement.
9. LIMITATION OF LIABILITY
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW (A) IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) EACH PARTY’S AND ITS AFFILIATES’ LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY EVENT PARTNER UNDER THIS AGREEMENT. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION WILL ALSO APPLY TO SNOWFLAKE’S SUPPLIERS AND EVENT LOCATION PROVIDERS. THIS SECTION DOES NOT APPLY TO EVENT PARTNER’S OBLIGATIONS UNDER THE INDEMNITY, THE MARKETING AND DATA PROTECTION COMPLIANCE, AND CONFIDENTIAL INFORMATION SECTIONS, TO EITHER PARTY’S OR ITS AFFILIATE’S LIABILITY FOR FRAUD, OR TO EITHER PARTY’S OR ITS AFFILIATE’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
10. WARRANTY AND DISCLAIMERS
EACH PARTY WARRANTS THAT IT HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT ITS PARTICIPATION IN THE EVENT WILL NOT VIOLATE ANY OTHER AGREEMENT OR UNDERSTANDING BETWEEN THE PARTY AND A THIRD PARTY. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARTY, NOR ITS AFFILIATES, SUPPLIERS, AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY SNOWFLAKE MARKS AND ANY EVENT SPACE PROVIDED TO EVENT PARTNER UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. NEITHER SNOWFLAKE NOR ITS AFFILIATES SHALL BE LIABLE FOR PREEXISTING CONDITIONS OF THE SPACE OR FOR CONDITIONS OUTSIDE OF SNOWFLAKE’S DIRECT CONTROL THAT ARISE DURING THE PERIOD OF EVENT PARTNER’S USE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER SNOWFLAKE NOR ITS AFFILIATES MAKE REPRESENTATIONS OR WARRANTIES REGARDING THE NUMBER OR IDENTITY OF PERSONS WHO WILL ATTEND THE EVENT OR THAT THE EVENT WILL OTHERWISE MEET EVENT PARTNER’S REQUIREMENTS OR EXPECTATIONS. SNOWFLAKE AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR EVENT PARTNER’S MARKETING OR SALES RESULTS ARISING FROM THE EVENT.
11. CANCELLATION BY EVENT PARTNER
In consideration for expenses incurred by Snowflake in connection with the Event and Snowflake’s lost or deferred opportunity to provide sponsorship opportunities to others, all fees are deemed fully earned and non-refundable except as otherwise expressly set forth in this Agreement or in an Application Form. Event Partner acknowledges the difficulty in determining a precise value for services rendered and expenses incurred by Snowflake for the Event, and of ascertaining damages incurred by Snowflake if Event Partner cancels its participation in the Event and agrees that the full value of the fee is a fair assessment of the same. The amounts due from Event Partner under this Agreement as of the effective date of any cancellation belong to Snowflake and represent an agreed measure of compensation and are not to be deemed or construed as a forfeiture or penalty.
12. CANCELLATION BY SNOWFLAKE; CHANGES
Upon Event Partner’s failure to meet any obligations under the Agreement, including but not limited to Event Partner’s failure to pay amounts owing under the terms of this Agreement, Snowflake may terminate Event Partner’s participation in the Event. Any such termination is treated as a Cancellation by Event Partner under the terms of this Agreement. If for any reason Snowflake shall determine that the Event or any part may not be held, Snowflake may cancel, relocate or reschedule the Event. In the event of cancellation, Snowflake may in its sole discretion provide choices for a replacement of a similar nature, or a full refund to Event Partner, if requested by Event Partner. If Snowflake assigns Event Partner a space at an Event, Snowflake reserves the right, in its sole discretion, to change the location, size, layout, arrangement and display restrictions of the space. Snowflake reserves the right to update and make changes to the prospectus, including components of the package offerings, at any time prior to the commencement of the Event. If changes to an Event Partner’s Package are material, Snowflake will promptly notify Event Partner of the change(s) and will make reasonable efforts to provide Event Partner a replacement of a similar nature, if requested by Event Partner. No changes in this Section will be deemed a cancellation by Snowflake.
Event Partner agrees that it will not photograph or record (e.g., in audio or video) any aspect of the Event and will not take screenshots or screen recordings of any aspect of the Event. To the extent Event Partner wishes to use any Snowflake materials (e.g., recordings of the event, screenshots, etc.), it will seek written permission from Snowflake.
14. CONDUCT OF EVENT PARTNER
Event Partner shall conduct its Event participation in a professional manner so as not to be objectionable to Snowflake, other event partners, participants, or the public. Event Partner shall not bring or invite any non registered individuals to the Event or any program, session or other activity related to the Event. If approved by Snowflake, Event Partner shall comply with any additional conditions required by Snowflake, including Event Rules and Regulations. Event Partner will be responsible and liable for its affiliates’ and invitees’ participation in the Event, including their compliance with this Agreement. Event Partner shall not distribute any giveaways, prizes or collateral that would be considered potentially dangerous or destructive. Event Partner shall not advertise, market or promote any services or products that compete with Snowflake. “Promote” includes signage, products, demos, presentations, giveaways, and any other marketing pieces, as well as using naming conventions or other messaging that overlaps or conflicts with Snowflake’s. Event Partner understands that the Event requires tremendous planning, and that Snowflake’s deadlines related to Event Partner’s session components (including session title, abstract and presentations, if applicable) are firm. Event Partner understands they cannot host ancillary events or sessions, including content sessions, that conflict with official conference hours. Event Partner understands that failure to adhere to any deadlines set by Snowflake may result in Snowflake revising or cancelling related elements of Event Partner’s package (including their session), and such failure to comply with stated deadlines will be considered a Cancellation by Event Partner and thus not eligible for any reimbursement of fees paid. Event Partner shall comply with all applicable laws, rules, regulations, ordinances, codes and statutes with respect to the conduct of its exhibit. Snowflake reserves the right to restrict or prohibit exhibits or content which are objectionable or otherwise detract from or are out of keeping with the character of the Event as a whole. Snowflake reserves the right to close, remove or require changes in any exhibit or to remove any of Event Partner’s personnel, agents, representatives, independent contractors, invitees or guests who are deemed detrimental to Snowflake, the Event, other event partners, or the public. Event Partner also agrees to abide by any terms or requirements of the event location provider or exhibit space.
15. HEALTH AND SAFETY; ASSUMPTION OF RISK
This section applies to in-person events. Participating at in-person events is voluntary, and participants will be required to meet any government-mandated health and safety requirements (including vaccination requirements), or any health and safety requirements imposed by the host or venue, to attend. Partner (including on behalf of its participants) acknowledges and agrees that: (i) there may be inherent risks with attending in-person events and (ii) in-person event participation includes possible exposure to and illness from infectious diseases. While Event guidelines and personal discipline may reduce this risk, the risk of illness or death does exist. Partner (including on behalf of its participants) knowingly and freely assumes: (i) all such risks related to illness and infectious diseases; (ii) the risk of injury, harm and loss associated with the Event, including any injury, harm, and loss caused by the negligence, fault or conduct on the part of Snowflake. Partner has notified its participants of the risks associated with the Event.
The term of this Agreement takes effect on the date of Snowflake’s acceptance of Your Application Form (“Effective Date”) and ends on completion of all obligations by the parties, unless earlier terminated per the terms of this Agreement. All terms and conditions herein shall survive any termination or expiration of this Agreement. This Agreement, which includes any Application Forms, represents the entire agreement between Event Partner and Snowflake concerning the subject matter herein and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter. In case of any conflict between these terms and conditions and the Application Form, the terms and conditions of the Application Form shall control. Any amendment to this Agreement must be in writing signed by the parties. The rights of the parties hereunder shall not be deemed waived except as specifically stated in writing and signed by an officer of the affected party, as applicable. Neither party will be liable for acts of God, global pandemics, fire, strikes, accidents, acts of terrorism or other occurrences beyond its control that prevents a party from partially or completely fulfilling its obligations hereunder, other than payment obligations. If any provision of this Agreement shall be declared invalid or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect and the remainder of the Agreement shall continue in full force and effect. Neither this Agreement nor any rights or obligations under this Agreement may be assigned or otherwise transferred or subcontracted by Event Partner, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Snowflake. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the procedural and substantive laws of the state of Delaware, USA. Any legal action relating to this Agreement or its subject matter (whether of a contractual or non-contractual nature) shall be instituted in a state or federal court in Wilmington, Delaware. The parties agree to submit to the above-listed exclusive jurisdiction and agree that venue is proper in these courts in any such legal proceeding. Capitalized terms used in these terms and conditions and not defined herein shall have the meaning otherwise set forth in the Agreement.