EXPERT ASSISTANCE AGREEMENT
(for Snowflake’s provision of Expert Assistance to Partner)
Last Updated: March 17, 2023
This Expert Assistance Agreement (“Agreement”) is entered into by and between Snowflake (defined below) and the entity entering into a Statement of Work for the provision of Expert Assistance (“Partner”). This Agreement is effective as of the effective date of the first Statement of Work referencing this Agreement (the “Effective Date”). The Snowflake entity contracting with Partner under this Agreement is identified in the Statement of Work or, if not identified, at https://www.snowflake.com/legal/ (“Snowflake”). This Agreement consists of the terms and conditions set forth below and any attached exhibits and executed SOWs.
BY ENTERING INTO A STATEMENT OF WORK (DEFINED BELOW) OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF PARTNER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, PARTNER MAY NOT RECEIVED ANY EXPERT ASSISTANCE OR DELIVERABLES. PARTNER AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU ARE PURCHASING EXPERT ASSISTANCE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU HEREBY BIND THAT ENTITY TO THIS AGREEMENT 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. Overview. Snowflake operates proprietary software-as-a-service offerings (the “Snowflake Service”) that it provides to its customers. Partner is a third party that independently provides systems integration or similar services to customers relating to their use of the Snowflake Service (“Partner Services”) under its own separate agreement and statements of work with such customers (“Partner Agreement”).
2. Scope of Services.
2.1. Statement of Work. Under this Agreement, Snowflake will provide expert advice and other services to Partner relating to the Snowflake Service (e.g., training or assisting with the implementation or use of the Snowflake Service) (“Expert Assistance”) as further described in one or more order form(s) and/or statements of work referencing this Agreement (each, a “Statement of Work” or “SOW”). Each SOW shall be incorporated herein by this reference upon execution by both parties. For clarity, where Partner is purchasing Expert Assistance for its own benefit and not in connection with Partner’s client engagement, the SOW may refer to Partner as the “Customer” and to “Expert Assistance” as “Technical Services.” Where a SOW is entered into in connection with a Partner’s client engagement, each SOW will also identify the customer(s) in relation to which Snowflake will provide Expert Assistance (“Client”) and may refer to such Client as the “Customer.”
2.2. Changes to Scope. Any requirement(s) or deviations from the scope of work or terms that are not specifically included and described in an SOW will be considered outside the scope and must be procured separately through a formal, written, signed amendment or change order to the SOW (“Change Order”) that may result in additional cost or modified terms.
2.3. Affiliates. The Snowflake entity entering into a SOW will be solely responsible and liable to Partner under the SOW and this Agreement, but the parties acknowledge that certain obligations under an SOW may be fulfilled by other Snowflake Affiliates, including, but not limited to, Snowflake Inc. “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 herein, “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.
3. Partner Obligations.
3.1. Assistance. Partner agrees to provide Snowflake with reasonable access to Partner’s and, where applicable, Client’s resources, materials, personnel, equipment or facilities to the extent such access is necessary for the provision of Expert Assistance. Snowflake shall have no liability and shall be excused from the performance of Expert Assistance with respect to its inability to perform such Expert Assistance to the extent caused by Partner’s breach of this Section. With respect to access to Partner’s or Client’s Snowflake Service accounts, laptops, systems, applications, virtual desktop infrastructures, environments and networks (if any), Partner shall ensure that the duration and scope of access is limited to that required under the applicable SOW and that any Client agrees to and complies with the limits, requirements and procedures in the SOW, if any, with respect to such access.
3.2. Partner Materials. Partner hereby grants Snowflake a limited right to use any materials provided to Snowflake in connection with Expert Assistance by Partner or the applicable Client (the “Partner Materials”) solely for the purpose of providing Expert Assistance to Partner. Partner represents and warrants to Snowflake that Partner has sufficient rights in the Partner Materials to grant the rights granted to Snowflake in this Section 3.2 and that the Partner Materials do not infringe or violate the intellectual property, publicity, privacy or other rights of any third party.
3.3. Client Relationship. For clarity, Partner remains solely responsible and liable for its own relationships and agreements with Clients and for the Partner Services. Snowflake has no obligation or liability to Clients for any Partner Services or under any Partner Agreement. Partner shall ensure that its statements of work with each Client contains terms and conditions materially similar to those in this Agreement and the applicable SOW. Snowflake grants no rights to use or access the Snowflake Service hereunder, and any use of the Snowflake Service must either be (i) pursuant to a separate agreement between Snowflake and Partner or (ii) through a Client’s account for the Snowflake Service as authorized by such Client. Nothing in this Agreement modifies the scope of any Client’s right to use, or agreement with Snowflake for use of, the Snowflake Service.
3.4. Conduct. In connection with this Agreement, Partner shall not (i) violate any anti-corruption or other laws or engage in any deceptive, misleading, illegal or unethical practices under this Agreement or (ii) make any legal representations, guarantees or warranties of any type on behalf of Snowflake or regarding the Snowflake Service, Deliverables or Expert Assistance, or describe the Snowflake Service, Deliverables or Expert Assistance in a manner inconsistent with this Agreement or the descriptions and terms contained in the applicable SOW.
4. Deliverables and Snowflake Technology.
4.1. License to Deliverables. Any deliverables to be provided to Partner will consist of information provided as part of Expert Assistance and any other materials, code and other deliverables that are expressly identified in the applicable SOW or otherwise provided to Partner as part of the Expert Assistance (collectively, “Deliverables”). Subject to this Agreement, Snowflake hereby grants Partner a limited, non-exclusive, non-transferable license to use the Deliverables solely internally for its own benefit during the term of the applicable SOW. In addition, where a Client is expressly identified in the applicable SOW, Partner may use the Deliverables to provide the Partner Services to the applicable Client. Unless otherwise specified in the applicable SOW and subject to the terms and restrictions in this Agreement and any additional terms in the SOW, Partner may extend its license to Deliverables to the Client expressly identified in the SOW solely for that Client’s internal use in connection with such Client’s use of the Snowflake Service during the period in which such Client has valid access to the Snowflake Service. The parties may mutually agree to SOWs with additional terms and restrictions related to the use of Deliverables provided as part of that project, in which case those terms and restrictions will also apply for purposes of those Deliverables.
4.2. Restrictions. Partner shall not (and shall not permit any third party, including Clients, to): (a) use, copy or distribute the Deliverables except as expressly permitted herein; (b) reverse engineer, decompile or disassemble any Deliverables; (c) modify or create any derivative work of the Deliverables (unless expressly permitted in the applicable SOW); or (d) use Deliverables to provide Expert Assistance to others (except to the Client expressly identified in the SOW). Except for any Client license to Deliverables as may be expressly permitted under Section 4.1 (License to Deliverables) and 4.2 (Restrictions), notwithstanding anything else to the contrary, Partner shall not directly or indirectly purport to grant, transfer or assign to any Client any right, title or interest in any Snowflake Technology (including any intellectual property rights therein).
4.3. Snowflake Ownership. Except as expressly provided in this Section 4, Snowflake does not grant any rights or licenses to Partner under its intellectual property rights, whether express or implied and Partner may not grant any such rights to Clients. Notwithstanding anything to the contrary herein, except as expressly provided in this Section 4, Snowflake and its suppliers have and will retain all right, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to (a) the Snowflake Service and any other Snowflake product, feature or service, (b) the Deliverables, (c) any Snowflake know-how, tools, methodologies, techniques or expertise used or embodied in any Expert Assistance or Deliverables, (d) any and all related and underlying technology and documentation, and (e) any modifications, improvements and derivative works to any of the foregoing (including to the extent incorporating Feedback) (“Snowflake Technology”). Notwithstanding anything to the contrary herein, Snowflake may freely use and incorporate into Snowflake’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Partner or by any Clients relating to Snowflake’s products or services (“Feedback”).
5. Payment. Partner will pay Snowflake the amounts and at the times set forth in the applicable SOW. If not specified, Partner will pay Snowflake its customary rates for Expert Assistance in advance. If expenses are identified in the applicable SOW or otherwise approved in writing by Partner, Partner agrees to reimburse Snowflake for travel, lodging and other expenses incurred in the course of providing Expert Assistance, and Snowflake will invoice Partner for expenses incurred. Unless otherwise agreed to by the parties in the applicable SOW, all payments are non-refundable and shall be made within thirty (30) days from the date of Snowflake’s invoice. Fees do not include any taxes. Partner will be responsible for all taxes, withholdings, duties and levies in connection with Expert Assistance (excluding taxes based on the net income of Snowflake). If Snowflake has the legal obligation to pay or collect taxes for which Partner is responsible under this Section, Snowflake will invoice Partner and Partner will pay that amount unless Partner 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 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. Upon Snowflake’s request, Partner will provide to Snowflake its proof of withholding tax remittance to the respective tax authority. Where applicable, Partner will provide its VAT/GST Registration Number(s) on the SOW to confirm the business use of the Expert Assistance. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Partner is responsible for payment to Snowflake irrespective of any late or non-payment by Client for any Partner Services.
6. Term and Termination. This Agreement remains in effect until terminated in accordance with this Section 6. Either party may terminate this Agreement for convenience at any time by giving the other party thirty (30) days written notice, but such termination will not affect any SOW in effect at the time of termination (and this Agreement will continue to survive and apply with respect to any such SOW until expiration or termination of such SOW hereunder). In addition, either party may terminate this Agreement or any SOW if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Sections 3 (Partner Obligations), 4 (Deliverables and Snowflake Technology), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidential Information), and 12 (General) will survive any termination or expiration of this Agreement. Section 5 (Payment) will survive with respect to payments earned prior to termination.
7. Warranty. Snowflake warrants that any Expert Assistance will be performed in a professional and workmanlike manner in accordance with industry standards and substantially in accordance with the SOW. In the event of a breach of this warranty, Snowflake will use commercially reasonable efforts to re-perform the Expert Assistance to correct the non-conformity, at no charge to Partner, and if Snowflake is unable to correct the reported non-conformity after two attempts, either party may terminate the applicable SOW and Partner will receive a refund of any unused Fees Partner has pre-paid for the Expert Assistance purchased thereunder. The foregoing shall be Partner’s sole and exclusive remedy for any breach of the warranty set forth in this Section. This warranty will not apply unless Partner makes a claim within thirty (30) days from the date the applicable Expert Assistance was initially provided.
8. Warranty Disclaimer. EXCEPT AS SET FORTH IN SECTION 7, ALL EXPERT ASSISTANCE AND DELIVERABLES ARE PROVIDED “AS IS” AND SNOWFLAKE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SNOWFLAKE DOES NOT PROVIDE LEGAL OR COMPLIANCE ADVICE. PARTNER (OR CLIENT, AS APPLICABLE) IS RESPONSIBLE FOR MAKING ITS OWN ASSESSMENT OF WHETHER ANY EXPERT ASSISTANCE OR DELIVERABLES MEETS APPLICABLE LEGAL, REGULATORY OR INTERNAL COMPLIANCE REQUIREMENTS AND FOR DETERMINING IF, HOW, AND WHEN IT WILL IMPLEMENT, TEST, RELEASE OR DEPLOY DELIVERABLES (INCLUDING WITHOUT LIMITATION ANY RECOMMENDATIONS OR BEST PRACTICES) PROVIDED BY SNOWFLAKE.
9. Limitation of Liability.
9.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY PARTNER TO SNOWFLAKE DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
9.3. Definitions. “Excluded Claims” means (a) any amounts payable to third parties under Section 10 (Indemnification); (b) any claim arising from either party’s breach of Section 11 (Confidential Information); (c) any claim arising from Partner’s breach of Section 4 (Deliverables and Snowflake Technology); or (d) either party’s liability for gross negligence or willful misconduct resulting in an action in tort.
9.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10.1. Partner Indemnification. Partner will defend Snowflake from and against any third party claim arising from or relating to: (i) any claims or disputes by Customer that arise from the Partner Services(except to the extent such claim results from any Expert Assistance or Deliverables in the form provided by Snowflake) or Partner Agreement, (ii) any Partner Materials, or (iii) Partner’s breach or alleged breach of Section 3 (Partner Obligations) or Section 4 (Deliverables and Snowflake Technology), and will indemnify and hold harmless Snowflake from and against any damages and costs awarded against Snowflake or agreed in settlement by Partner (including reasonable attorneys’ fees) resulting from such claim.
10.2. Snowflake Indemnification. Snowflake will defend Partner from and against any claim by a third party alleging that any Deliverables, when used as authorized under this Agreement, infringes a third-party patent, copyright or trademark and will indemnify and hold harmless Partner from and against any damages and costs awarded against Partner or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. If Partner’s use of the Deliverable is (or in Snowflake’s opinion is likely to be) enjoined, if required by settlement or if Snowflake determines such actions are reasonably necessary to avoid material liability, Snowflake may, in its sole discretion, either: (a) substitute substantially similar deliverables; (b) procure for Partner the right to continue using the Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Partner the fees paid by Partner for the Expert Assistance or Deliverable that were prepaid but not used by Partner. The foregoing indemnification obligation of Snowflake will not apply to the extent the applicable claim is attributable to: (1) the modification of the Deliverable by any party other than Snowflake or based on Client or Partner’s specifications or requirements; (2) any products, processes, code, deliverables or components not developed by Snowflake and provided pursuant to an SOW, or the combination of the Deliverable with such items; or (3) any unauthorized use of the Deliverable. THIS SECTION SETS FORTH SNOWFLAKE’S SOLE LIABILITY AND PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
10.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 10, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) 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 (iii) 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 this Section 10 shall not relieve the indemnifying party of its obligations under this Section 10, however the indemnifying party shall not be liable for any litigation expenses that the indemnified party 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 the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim in any matter that would require obligation on the part of the indemnified party (other than payment or ceasing to use infringing materials), or 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. Further, any indemnification obligation under this Section 10 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.
11. Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Deliverables and any software, documentation or technical information provided by Snowflake (or its agents) shall be deemed Confidential Information of Snowflake without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 11. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. 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 shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
12.1. Assignment. 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 Snowflake may assign this Agreement to its affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities to such successor; and Snowflake may assign this Agreement in its entirety to any Affiliate. Snowflake 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.
12.2. Severability; Interpretation. If a 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 the construction of the agreement.
12.3. Dispute Resolution; Governing Law; Jurisdiction and Venue. 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 dispute resolution procedures in this Section shall not apply to claims subject to indemnification under Section 10 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or Confidential Information. This Agreement will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in Delaware and both parties hereby submit to the personal jurisdiction of such courts.
12.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in this Agreement or such other address as may be given in writing by either party to the other in an SOW. Notices will be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email, immediately upon receipt. Email notifications to Snowflake shall be to [email protected].
12.5. 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 Partner purchase order, vendor onboarding process or web portal, or any other Partner 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.
12.6. Anti-Corruption. Each party agrees it shall comply with all applicable domestic, foreign and local anti-bribery and anti-corruption laws and regulations, including but not limited to the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 (as amended pursuant to the 1988 Amendments and the International Anti-Bribery and Fair Competition Act of 1998) and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Without limiting the generality of the foregoing obligation, each party will not give, offer, or promise any payment or any item of value to: (i) any non-U.S. government official, which shall include any person working for a state owned entity; (ii) any non-U.S. political party official or political party; (iii) any candidate for a non-U.S. political office; or (iv) any officer or employee of a public international organization (each, an “Official”), for the purpose of influencing any act or decision of these Officials in their official capacity to help obtain or retain business, or gain any unfair advantage. Each party represents and warrants that it will not retain any Official in connection with the performance of its activities hereunder.
12.7. 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.
12.8. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.9. 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 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, acts or orders of government, acts of terrorism, or war.
12.10. 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.
12.11. Export Control. Each party agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) each party represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) each party will not (and will not permit any third parties to) access or use any Deliverables in violation of any U.S. export embargo, prohibition or restriction.
12.12. Federal Government End Use Provisions. This provision does not apply unless the U.S. federal government is an end user of any Deliverable. Snowflake provides the Deliverables for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Deliverables include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 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.
12.13. Non-Exclusive. The rights granted to Partner hereunder are non-exclusive and nothing in this Agreement shall be deemed to prohibit either party from entering into any partner, customer, referral, resale or other agreement with any party anywhere in the world either during or after the term of this Agreement. Nothing herein limits Snowflake in the conduct of its own relationships with Clients or prospective Clients.