Last Updated: July 30, 2024
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (AS DEFINED BELOW) OR ACCESSING OR USING THE POLARIS CATALOG (AS DEFINED BELOW), YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE POLARIS CATALOG. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU ARE USING THE POLARIS CATALOG AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
AGREEMENT
These Polaris Terms of Service (“Agreement”) are entered into by and between Snowflake (see Section 11 (Definitions) for this and other capitalized defined terms) and the entity or person placing an order for, or accessing, the Polaris Catalog (“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, and any Online Orders that reference this Agreement.
The “Effective Date” of this Agreement is the date of Customer’s initial access of the Polaris Catalog, including through an Online Order. This Agreement will govern as of the Effective Date and will cover any future purchases made by Customer through any Online Orders.
Modifications to this Agreement: Notwithstanding anything to the contrary in this Agreement, Snowflake may modify this Agreement as posted to https://www.snowflake.com/legal/ or a successor website designated by Snowflake. Customer’s sole and exclusive remedy if it does not agree to any updates or changes to this Agreement will be to terminate this Agreement in accordance with Section 6 (Term and Termination). Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or upon the effective date of a new Online Order, and in any event Customer’s failure to terminate this Agreement and continued use of the Polaris Catalog more than ten (10) days after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
1. Use of the Polaris Catalog.
1.1. Preview Status. The Polaris Catalog is currently available as a Preview. Notwithstanding anything to the contrary in this Agreement and until such time that Snowflake notifies Customer that the Polaris Catalog is generally available, Customer may use the Polaris Catalog (while in Preview) solely for internal evaluation purposes and subject to this Section 1.1 (Preview Status). Snowflake provides no support or service level commitments for Previews, nor does Snowflake make any security, compliance, or privacy commitments for Previews. Customer shall not use Previews to process personal data (including uploading user credentials that may include personal data) or other data that is subject to any compliance or legal requirements. Snowflake may change or discontinue Previews at any time without notice. Snowflake may use information about Customer’s use and evaluation of Previews for Snowflake’s product improvement and development. Non-public information about a Preview is deemed to be the Confidential Information of Snowflake.
1.2. Provision and Access of the Polaris Catalog; Client Software. Snowflake will make the Polaris Catalog 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, the Documentation, and the Online Order (if applicable). Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Polaris Catalog 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 or omissions by Customer. To the extent Customer installs Client Software in connection with its use of the Polaris Catalog, 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 Polaris Catalog, subject to the terms and conditions of this Agreement and the Documentation.
1.3. Compliance with Applicable Laws. Snowflake will provide the Polaris Catalog in accordance with its obligations under laws and government regulations applicable to Snowflake’s provision of such Polaris Catalog to its customers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of the Polaris Catalog, without regard to Customer’s particular use of the Polaris Catalog and subject to Customer’s use of the Polaris Catalog in accordance with this Agreement.
1.4. 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 Polaris Catalog to a third party or in a service bureau or outsourcing offering; (b) use the Polaris Catalog to provide, or incorporate the Polaris Catalog 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 Polaris Catalog, 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 Polaris Catalog; or (e) use the Polaris Catalog in violation of the Acceptable Use Policy.
2. Polaris Data.
2.1. Rights in Polaris 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 Polaris Data. 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 Polaris Data solely to the extent necessary to provide the Polaris Catalog to Customer, to prevent or address service or technical problems therein, or as may be required by law.
2.2. Use Obligations. Customer’s use of the Polaris Catalog and all Polaris 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 Polaris Data. Customer is also responsible for implementing all appropriate Customer-configurable security controls (e.g., multi-factor authentication and network access policies) with respect to: (a) Customer’s Polaris Catalog account(s); and (b) any third-party account(s) for which Customer stores credentials in the Polaris Catalog. Customer warrants that Customer has and will have sufficient rights in the Polaris Data to grant the rights to Snowflake under this Agreement and that the processing of Polaris Data by Snowflake in accordance with this Agreement will not violate any laws or the rights of any third party.
3. Intellectual Property.
3.1. Polaris 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 Polaris Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Polaris Technology is granted to Customer. Snowflake may freely use and incorporate any suggestions, comments or other feedback about the Polaris Catalog voluntarily provided by Customer or Users into the Polaris Technology.
3.2. 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.
3.3. Customer Reference. Snowflake may identify Customer as its customer to other Snowflake customers or prospective customers. 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.
4. Confidentiality. Each party (as the “Receiving Party”): (a) will not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; (b) 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 (c) 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 this Agreement 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. The Polaris Catalog is currently available at no charge while in Preview.
6. Term and Termination.
6.1. Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms.
6.2. Termination. Either party may terminate any Online Order in accordance with its terms, and otherwise, by providing notice via email to the other party and requesting termination. If there is no Online Order currently in effect, this Agreement shall be deemed terminated and no longer in effect upon such email notice of termination. Customer shall send any notice of termination to Snowflake at [email protected], and Snowflake shall send any notice of termination to the email address provided by Customer.
6.3. Effect of Termination. Snowflake shall have no further obligation to make Polaris Data available after the effective date of termination of this Agreement, and thereafter Snowflake shall promptly delete the Polaris Data. After the effective termination of this Agreement, Customer will have no further access to Polaris Data and shall cease use of and access to the Polaris Catalog (including any related Polaris Technology) and delete all copies of Client Software, Documentation, any associated passwords or access codes, and any other Snowflake Confidential Information in its possession.
6.4. Survival. The following sections will survive any expiration or termination of this Agreement: 1.4 (General Restrictions), 3 (Intellectual Property), 4 (Confidentiality), 5 (Fees and Payment), 6 (Term and Termination), 7.2 (Warranty Disclaimer), 8 (Indemnification), 9 (Limitation of Remedies and Damages), 10 (General Terms), and 11 (Definitions).
6.5. Suspension of the Polaris Catalog. 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 Polaris Catalog: (a) if Snowflake deems such suspension necessary as a result of Customer’s breach of Sections 1.4 (General Restrictions) or 2.2 (Use Obligations); (b) if Snowflake reasonably determines suspension is necessary to avoid material harm to Snowflake or its customers, including if the Polaris Catalog is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Snowflake’s control; or (c) as required by law or at the request of governmental entities.
7. Warranty
7.1. Mutual Warranty. Each party warrants that it has validly entered into this Agreement and has the legal power to do so.
7.2. Warranty Disclaimer. PREVIEWS ARE NOT READY FOR PRODUCTION AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, PREVIEWS AND ANY CLIENT SOFTWARE ARE PROVIDED BY SNOWFLAKE ON AN “AS IS” BASIS AND AS AVAILABLE, AND CUSTOMER’S ACCESS TO AND/OR USE OF PREVIEWS IS AT CUSTOMER’S SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SNOWFLAKE EXPRESSLY DISCLAIMS ALL AND CUSTOMER WILL RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND FOR PREVIEWS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM SNOWFLAKE OR THROUGH THE PREVIEWS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT. SNOWFLAKE MAKES NO WARRANTY REGARDING ANY EXTERNAL OFFERINGS WITH WHICH THE POLARIS CATALOG MAY INTEROPERATE.
8. Indemnification.
8.1. Indemnification by Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to any Polaris Data, any Cataloged Data, or any Customer-offered product or service used in connection with the Polaris Catalog 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.
8.2. Indemnification Procedures. In the event of a potential indemnity obligation under Section 8 (Indemnification), Snowflake will: (a) promptly notify Customer in writing of the claim; (b) allow Customer the right to control the investigation, defense and settlement (if applicable) of such claim at Customer’s sole cost and expense; and (c) upon request of Customer, provide all necessary cooperation at Customer’s expense. Failure by Snowflake to notify Customer of a claim under Section 8 (Indemnification) shall not relieve Customer of its obligations under Section 8 (Indemnification). However, Customer shall not be liable for any litigation expenses Snowflake 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 Customer in accordance with this section. Customer may not settle any claim that would bind Snowflake to any obligation (other than payment covered by Customer or ceasing to use infringing materials) or require any admission of fault by Snowflake, without Snowflake’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under Section 8 (Indemnification) will not apply if Snowflake settles or makes any admission with respect to a claim without Customer’s prior written consent.
9. Limitation of Remedies and Damages. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, LOSS OF INCOME, LOSS OF OPPORTUNITY, COSTS OF RECOVERY, 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, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, SNOWFLAKE’S LIABILITY HEREUNDER IS LIMITED TO USD $50.00.
10. General Terms.
10.1. 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 in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of Snowflake’s assets or voting securities to Snowflake’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.
10.2. Severability; Interpretation; Conflicts. 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 interpretation of this Agreement. Except for the Acceptable Use Policy, 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 Polaris Catalog unless otherwise expressly agreed in writing by the parties.
10.3. Dispute Resolution. 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 8 (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.
10.4. Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliates. This Agreement will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both parties hereby submit to the personal jurisdiction of such courts. While the Snowflake entity contracting with Customer or the Customer Affiliate 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 Inc.
10.5. 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 at such other address as may be given in writing by either party to the other in accordance with this section and 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. Email notifications to Snowflake shall be to [email protected].
10.6. 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 (excluding Online Orders) 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.
10.7. 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. Snowflake may change and update the Polaris Catalog (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.
10.8. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement, except to the extent expressly stated in this Agreement.
10.9. 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 any applicable 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.
10.10. 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 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.
10.11. 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 Polaris Catalog 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. 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 Polaris Catalog in violation of any U.S. export embargo, prohibition or restriction; and (d) will not submit to the Polaris Catalog any information that is controlled under the U.S. International Traffic in Arms Regulations.
10.12. Federal Government End Use Provisions. To the extent Customer is an agency of or otherwise represents the United States federal government, (a) it hereby agrees that the Polaris Catalog qualifies as a “commercial product” as defined by FAR Part 2.101 or the state law corollary, and (b) Snowflake provides the Polaris Catalog, including all related software and, to the extent applicable, the Polaris Technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Polaris Catalog 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.
11. Definitions.
“Acceptable Use Policy” means Snowflake’s acceptable use policy, made available at https://www.snowflake.com/legal. For clarity, any and all references therein to “Snowflake Offerings” or the “Service” shall mean the “Polaris Catalog” for purposes of this Agreement.
“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.
“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/.
“Cataloged Data” is any data: (a) for which the Polaris Catalog manages access; and (b) is stored outside the Polaris Catalog.
“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 Polaris Catalog.
“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. All Polaris Data and Cataloged Data will be deemed Confidential Information of Customer without any marking or further designation. All Polaris 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.
“Disclosing Party” is defined in Section 4 (Confidentiality).
“Documentation” means Snowflake’s technical documentation and usage guides expressly designated by Snowflake as applicable to the Polaris Catalog at https://other-docs.snowflake.com (or successor URL).
“External Offerings” means separate or third-party data (including Cataloged Data), databases, services, offerings or applications that are independent from, but interoperate with the Polaris Catalog, and may be procured or used by Customer. For clarity, External Offerings may be subject to separate terms, and Snowflake has no liability with respect thereto under this Agreement.
“Excluded Claims” means obligations and claims based on: (a) Customer’s payment obligations under this Agreement, as applicable; (b) Customer’s obligations under Section 8 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., U.S. tort claims for gross negligence and willful misconduct).
“Online Order” means the online provisioning, registration or order process governed by this Agreement that specifies the Polaris Catalog (or any related products or services) and is procured by Customer.
“Polaris Catalog” means the catalog software-as-a-service offering hosted and made available by or on behalf of Snowflake to Customer and ordered by or for Customer through an Online Order (if applicable).
“Polaris Data” means any credentials or other data of any type that are uploaded by or on behalf of Customer for storage in the Polaris Catalog. For clarity, Polaris Data expressly excludes Cataloged Data.
“Polaris Technology” means the Polaris Catalog, Documentation, Client Software, and any and all related and underlying technology and documentation on the Polaris Catalog; and any derivative works, modifications, or improvements of any of the foregoing.
“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.”
“Receiving Party” is defined in Section 4 (Confidentiality).
“Snowflake” means Snowflake Inc. or an Authorized Snowflake Affiliate, as applicable. For clarity, the Snowflake entity contracting with Customer hereunder is as set forth under “Contracting Entities” at https://www.snowflake.com/legal.
“Subscription Term” means either: (a) the period of time during which Customer is authorized to access the Polaris Catalog, as specified in the applicable Online Order; or (b) if there is no Online Order, a one-month term for access to the Polaris Catalog that automatically renews each month for an additional one-month term unless terminated in accordance with this Agreement.
“Usage Data” means usage and operations data in connection with the Customer’s use of the Polaris Catalog, including metadata (e.g., object names, definitions, properties, and table metadata).
“User” means the persons designated and granted access to the Polaris Catalog by or on behalf of Customer, including, as applicable, any of its and its Affiliates’ Contractors.