Last Updated: March 25, 2024 | Previous Versions
- IMPORTANT TERMS.
- These Snowflake Data Clean Rooms Terms (“Terms”) are entered into by and between Snowflake and Customer to govern Customer’s use of Snowflake DCRs. These Terms consist of the terms and conditions set forth below and any additional terms and exhibits expressly incorporated by reference into these Terms.
- If Customer has entered into a Service Agreement, Customer’s use of the Service and any Accounts is governed by such Service Agreement.
- Use of Snowflake DCRs may be dependent on certain features of the Service, and if Customer has entered into a Service Agreement, Customer’s use of such features in connection with Snowflake DCRs may subject Customer to charges for those features under the Service Agreement, as further described herein. Notwithstanding the foregoing, Snowflake DCRs are not and shall not be considered part of, or in, the Service, and these Terms do not confer any independent rights to access or use the Service.
- Use of Snowflake DCRs is dependent on certain features of the Listing Functionality. Subject to Section 2.2 (Provider and Consumer Terms) of Exhibit A (CMA Offering Terms) where applicable, Customer acknowledges and agrees that the Snowflake Provider and Consumer Terms shall govern Customer’s use of the Listing Functionality, including in connection with Customer’s use of Snowflake DCRs.
- For clarity, any claims arising in connection with the Listing Functionality or its features will be governed and made under the Provider and Consumer Terms; any claims arising solely in connection with the Service, its features, and any Accounts will be governed and made under the Service Agreement; and any claims arising in connection with Snowflake DCRs or its features will be governed and made under these Terms.
- By accessing or using Snowflake DCRs, Customer is accepting all of the terms and conditions of these Terms. These Terms are enforceable like any written agreement signed by Customer and Snowflake.
- USE OF SNOWFLAKE DCRS.
- Provision of Snowflake DCRs. Snowflake (as a Listing Provider) makes available Snowflake DCRs as a Product via the Listing Functionality (as described in the Snowflake Provider and Consumer Terms) solely for use by Customer, its Users, and other Snowflake customers, in accordance with these Terms and the Snowflake DCRs Documentation.
- Use of Snowflake DCRs. Customer may use Snowflake DCRs to collaborate with other Snowflake customers, by either “providing” Clean Rooms (as a Listing Provider) created via Snowflake DCRs (as the “Clean Room Provider”), or “consuming” Clean Rooms (as a Listing Consumer) created via Snowflake DCRs by a Clean Room Provider (as the “Clean Room Consumer”). To collaborate with other Snowflake customers, a Clean Room Provider must share any Clean Rooms it creates using Snowflake DCRs via the Listing Functionality, which is subject to the Snowflake Provider and Consumer Terms. Customer may permit its Contractors and Affiliates to act as Users provided that any use of Snowflake DCRs 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 these Terms, and acts or omissions by any User shall be deemed acts or omissions by Customer. To the extent that Customer makes data available for analysis and processing by other Snowflake customers in Clean Rooms created via Snowflake DCRs, Customer acknowledges and agrees that Customer is solely responsible for ensuring that it has entered into all necessary agreements with such other Snowflake customers.
- Provision of the CMA Offering.
- Snowflake will make the CMA Offering available to Customer in accordance with these Terms and the Snowflake DCRs Documentation. As used in these Terms, the “CMA Offering” means the clean room managed account offering made available by Snowflake that permits a party either to (i) act as a Clean Room Consumer, using a Clean Room Managed Account (where the party does not have a Service Agreement), or (ii) act as a Clean Room Provider (where the party has a Service Agreement) and collaborate with a Clean Room Consumer that is using a Clean Room Managed Account, as described in the Snowflake DCRs Documentation.
- If a Customer uses the CMA Offering as either a Clean Room Consumer or as a Clean Room Provider, the CMA Offering Terms, which are attached hereto as Exhibit A and incorporated herein by this reference, shall also apply. Customer acknowledges that it has assessed the Snowflake DCRs Documentation and the commitments made by Snowflake within these Terms (including Exhibit A), and Customer represents that Snowflake’s commitments are sufficient to satisfy any applicable security, privacy, and/or other regulatory obligations that Customer may have in connection with its use of the CMA Offering, including any obligations that result from (i) Customer’s industry or jurisdiction; or (ii) the Snowflake DCRs-Processed Data or the CMA Customer Data, if and as applicable.
- Third-Party Products. Customer may, in its sole discretion, use Third-Party Products with Snowflake DCRs, including for transmitting data between such Third-Party Products and Snowflake DCRs. Customer acknowledges and agrees that Third-Party Products are not part of Snowflake DCRs, and Snowflake has no liability with respect thereto under these Terms. Customer will acquire and maintain all rights and licenses to the applicable Third-Party Products that are necessary for Customer’s use thereof in connection with Snowflake DCRs, including pursuant to any governing terms that the provider of such Third-Party Products requires in connection with such use. To the extent Customer uses any Third-Party Product with Snowflake DCRs, Customer shall use such Third-Party Product in accordance with (a) these Terms; (b) the Snowflake DCRs Documentation; and (c) all applicable laws and regulations, including any applicable data protection laws or regulations. Further, Customer shall not use Third-Party Products in a manner that (i) causes Snowflake to be in breach of its obligations under applicable laws and regulations; or (ii) violates the rights or terms of any third party.
- Compliance with Applicable Laws. Snowflake will provide Snowflake DCRs as described herein and in accordance with its obligations under laws and government regulations applicable to Snowflake’s provision of such Snowflake DCRs to its customers generally, without regard to Customer’s particular use of Snowflake DCRs and subject to Customer’s use of Snowflake DCRs in accordance with these Terms.
- 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 Snowflake DCRs to a third party (except as set forth in the Snowflake DCRs Documentation) or in a service bureau or outsourcing offering; (b) use Snowflake DCRs to provide, or incorporate Snowflake DCRs into, any substantially similar 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 Snowflake DCRs, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake where such notice is permitted); (d) remove or obscure any proprietary or other notices contained in Snowflake DCRs; or (e) use Snowflake DCRs in violation of the Acceptable Use Policy, which is incorporated by reference into these Terms.
- Security Patches. Customer agrees to promptly apply all security patches, updates, and fixes released by Snowflake to any Clean Rooms that Customer creates, participates in, or configures using Snowflake DCRs.
- SERVICE CUSTOMER DATA. If Customer has entered into a Service Agreement, Customer acknowledges and agrees that Snowflake DCRs will process Service Customer Data by issuing instructions to the Service on Customer’s behalf (during such processing the “Snowflake DCRs-Processed 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 Snowflake DCRs-Processed Data and any modifications made thereto in the course of operation of Snowflake DCRs. Subject to these Terms, Customer hereby grants to Snowflake and its Authorized Snowflake Affiliates a non-exclusive, worldwide, royalty-free right to process the Snowflake DCRs-Processed Data solely to the extent necessary to provide Snowflake DCRs to Customer, to prevent or address service or technical problems therein, or as may be required by law.
- USE OBLIGATIONS.
- In General. Customer’s use of Snowflake DCRs, all Snowflake DCRs-Processed Data and all CMA Customer Data (if applicable), will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data privacy, localization, or sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer has and will retain sole responsibility for the accuracy, content, and legality of all Snowflake DCRs-Processed Data and CMA Customer Data (if applicable). Customer represents and warrants that Customer has and will have sufficient rights in the Snowflake DCRs-Processed Data and CMA Customer Data (if applicable) to grant the rights to Snowflake under these Terms, and that the processing of Snowflake DCRs-Processed Data, CMA Customer Data (if applicable) by Snowflake in accordance with these Terms will not violate any laws or the rights of any third party. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Users, and any act or omission by a User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer has and will retain sole responsibility for: (i) all information, instructions, and materials provided by or on behalf of Customer or any User in connection with Snowflake DCRs; (ii) the accuracy, content, and legality of any Clean Room Configurations; (iii) the security and use of Customer’s and its Users’ access credentials; and (iv) all access to and use of Snowflake DCRs directly or indirectly by or through Customer’s Systems or its or its Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- Restricted Data. Customer agrees not to process any Restricted Data in Snowflake DCRs. Snowflake will have no liability under these Terms for Restricted Data, notwithstanding anything to the contrary in these Terms or in any laws, rules or regulations.
- DATA PRIVACY. The parties will comply with Snowflake DCRs DPA.
- SECURITY. The parties will comply with Snowflake DCRs Security Addendum.
- INTELLECTUAL PROPERTY.
- Snowflake DCRs Technology. Customer agrees that Snowflake or its suppliers retain all right, title and interest in and to the Snowflake DCRs Technology. Except for the express limited rights set forth in these Terms, no right, title or interest in any Snowflake DCRs Technology is granted to Customer. Further, Customer acknowledges that Customer has no right to obtain a copy of the underlying computer code for Snowflake DCRs. Snowflake may freely use and incorporate into the Snowflake DCRs Technology any suggestions, comments or other feedback about Snowflake DCRs voluntarily provided by Customer or Users.
- Usage Data. Notwithstanding anything to the contrary in these Terms, Snowflake may collect and use Usage Data to develop, improve, support, and operate its products and services. Snowflake may not share any Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 8 (Confidentiality) of these Terms; (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified; or (c) as permitted under the Provider and Consumer Terms.
- Customer Reference. Snowflake may identify Customer as its customer to other Snowflake customers or prospective customers.
- CONFIDENTIALITY. Each party (as the “Receiving Party”) (i) will not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms, (ii) will use the same degree of care to protect the Confidential Information of the Disclosing Party that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), and (iii) except as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party to those of Receiving Party’s and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information, including an opportunity for the Disclosing Party to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
- FEES. Snowflake does not currently charge for access to Snowflake DCRs. Subject to Section 3.1 (CMA Offering Fees) of Exhibit A (CMA Offering Terms) (if applicable), if Customer has entered into a Service Agreement, Customer’s use of the Service, including querying or making other use of any Snowflake DCRs-Processed Data in Customer’s Account(s), will incur fees in accordance with Customer’s Service Agreement.
- TERM AND TERMINATION.
- Term. The term begins on the Effective Date and will renew automatically on a month-to-month basis until the earlier of: (a) the effective termination date after either party provides the other party with written notice of such party’s intent to terminate; or (b) the date on which Clean Room Provider’s access to or use of the Service is suspended or terminated for whatever reason under the Service Agreement (unless, in the case of a suspension, the term is reinstated by Snowflake in its sole discretion) (collectively, the “Term”).
- Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Customer’s ability to access and use Snowflake DCRs; and (ii) Customer will, and will ensure its Users, promptly cease all use of Snowflake DCRs. Snowflake will have no liability for any such limitation, termination, or suspension of access to or use of Snowflake DCRs, nor will any such limitation, termination, or suspension limit any other rights or remedies Snowflake may have under these Terms, at law, or in equity.
- Survival. The following sections will survive any expiration or termination of these Terms: 2.6 (General Restrictions), 7 (Intellectual Property), 8 (Confidentiality), 9 (Fees), 10 (Term and Termination), 11 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), 15 (General Terms), and 16 (Definitions); and the following sections of Exhibit A (CMA Offering Terms) if Customer has used the CMA Offering pursuant to Section 2.1 (Clean Room Managed Account Provisioning): 3.1 (CMA Offering Fees), 2.5 (Limitation of Liability) and 2.6 (Notice).
- Suspension of Snowflake DCRs. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in these Terms, Snowflake reserves the right to immediately limit or suspend provision of Snowflake DCRs.
- WARRANTY DISCLAIMER.
To the extent permitted by law and except as expressly set forth in these terms, the Snowflake DCRs Technology and Sample Data are provided “as is,” and Snowflake makes no warranties, express or implied, statutory or otherwise, including but not limited to, warranties of merchantability, title, fitness for a particular purpose, or non-infringement. Snowflake does not warrant that the use of the Snowflake DCRs Technology will be uninterrupted or error-free, nor does Snowflake warrant that it will review any data processed in Snowflake DCRs for accuracy.
- INDEMNIFICATION.
- Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that Snowflake DCRs, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of Snowflake DCRs results (or in Snowflake’s opinion is likely to result) in an infringement claim, Snowflake may terminate these Terms. The foregoing indemnification obligations of Snowflake will not apply to the extent the applicable claim is attributable to: (1) the modification of Snowflake DCRs by any party other than Snowflake or based on Customer’s specifications or requirements; (2) the combination of Snowflake DCRs with products, processes, or data not provided by Snowflake, including any Third-Party Products; (3) any use of Snowflake DCRs in non-conformity with these Terms; (4) any action arising as a result of Snowflake DCRs-Processed Data or CMA Customer Data (if applicable); or (5) any deliverables or components not provided by Snowflake. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
- Indemnification by Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to any Snowflake DCRs-Processed Data, Clean Room Configuration, CMA Customer Data (if applicable), or any Customer-offered product or service used in connection with Snowflake DCRs 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.
- Indemnification Procedures. In the event of a potential indemnity obligation under Section 12, the indemnified party will: (a) promptly notify the indemnifying party in writing of the claim, (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under Section 12 shall not relieve the indemnifying party of its obligations under Section 12. However, the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under Section 12 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.
- LIMITATIONS OF LIABILITY. Except with respect to Excluded Claims, to the maximum extent permitted by applicable law, and notwithstanding any other provision of these Terms:
- Exclusion of Damages. In no event will either party be liable to the other party or any third party for any incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
- Total Liability. Except if and when Customer is acting as a CMA Customer (which is covered under Section 2.5 (Limitation of Liability) of Exhibit A) and except with respect to Excluded Claims, to the maximum extent permitted by law:
- Subject to Section 13.2.2 below, each party’s total liability to the other party for all claims in the aggregate (for damages or liability of any type) shall not exceed the amount actually paid or payable to Snowflake under the Service Agreement in the prior twelve (12) months that is directly attributable to Customer’s use of Snowflake DCRs (such amount, the “Snowflake DCRs Spend” and such not-to-exceed value, the “General Liability Cap”);
- In the case of Data Protection Claims, each party’s total liability to the other party and for all claims in the aggregate (for damages or liability of any type) shall not exceed two times (2x) the Snowflake DCRs Spend (“Data Protection Claims Cap”);
- In no event shall either party be liable for the same event under both the General Liability Cap and the Data Protection Claims cap. Similarly, those caps shall not be cumulative; if a party (and/or its Affiliates) has one or more claims subject to the General Liability Cap and the Data Protection Claims Cap, the maximum total liability for all claims in the aggregate shall not exceed the Data Protection Claims Cap;
- The parties agree that this Section 13 will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.
- PREVIEWS. Notwithstanding any terms to the contrary herein, Snowflake may make certain features of Snowflake DCRs available as a Preview, and any such Preview is subject to the Preview Terms. Customer agrees that the Preview Terms govern Customer’s use of Previews and supersede any other terms that may otherwise conflict with respect to use thereof. For clarity, (i) these Terms constitute the “Agreement” as used in the Preview Terms; and (ii) all references to the “Service” within the Preview Terms shall mean Snowflake DCRs.
- GENERAL TERMS.
- Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in their entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and Snowflake may assign these Terms in their entirety to any Authorized Snowflake Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign these Terms except as expressly authorized under this section will be null and void.
- Severability; Interpretation; Conflicts. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of these Terms. Except for the Acceptable Use Policy, Snowflake DCRs DPA, and Snowflake DCRs Security Addendum, each of which shall govern solely with respect to the subject matter therein, these Terms govern and control in the event of a conflict with any other ancillary documents or provisions applicable to Snowflake DCRs unless otherwise expressly agreed in writing by the parties.
- Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate. These Terms 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 remains fully liable and responsible for all Snowflake obligations under these Terms, the parties acknowledge that certain Snowflake obligations under these Terms may be fulfilled by other Authorized Snowflake Affiliates, including without limitation, Snowflake Inc.
- Notice. Subject to Section 2.6 of Exhibit A (if applicable), any notice or communication required or permitted under these Terms must be in writing (in English) and addressed to the parties via email: (i) for Snowflake, notice must be sent to [email protected]; and (ii) for Customer, to the email address registered and maintained in the Service or if no such email is registered, Customer acknowledges that the means of notification shall be at Snowflake’s reasonable discretion (which may include using the Customer-designated email address associated with the “OrgAdmin” or “AccountAdmin” roles of the affected Account(s)). Where no such email is registered, Customer acknowledges that Snowflake’s ability to timely notify Customer will be negatively impacted. Notices will be deemed to have been received by the addressee upon the day of sending by email. Snowflake may change its email address for notices under these Terms by providing Customer written notice in accordance with this Section 15.4. Customer may change its email address for notices by updating it within the Service.
- Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on https://www.snowflake.com/legal. For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 15.4 (Notice). For any changes which may cause Customer to be in noncompliance with these Terms, Snowflake will provide 30 days’ written notice prior to the effective date of such changes in accordance with Section 15.4 (Notice)). Customer’s sole and exclusive remedy if it does not agree to any updates or changes to these Terms will be to terminate these Terms in accordance with Section 10.1 (Term). Customer’s failure to terminate these Terms within ten (10) days after any change will constitute Customer’s consent to such change.
- Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, 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.
- Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Notwithstanding the foregoing, Snowflake may change and update Snowflake DCRs (in which case Snowflake may update the applicable Snowflake DCRs 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.
- Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms, except to the extent expressly stated in these Terms.
- Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms 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.
- Independent Contractors. The parties to these Terms 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.
- 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 Snowflake DCRs under these Terms. 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 Snowflake DCRs in violation of any U.S. export embargo, prohibition or restriction; and (d) will not submit to Snowflake DCRs any information that is controlled under the U.S. International Traffic in Arms Regulations.
- DEFINED TERMS.
- “Acceptable Use Policy” or “AUP” means Snowflake’s acceptable use policy, located at https://www.snowflake.com/legal.
- “Account” means an account in the Service that is subject to a Service Agreement and in which Service Customer Data may be stored and processed by Snowflake.
- “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.1
- “Authorized Snowflake Affiliate” means a Snowflake Affiliate identified as an “Authorized Snowflake Affiliate” under Snowflake DCRs DPA, Exhibit 1 (Snowflake DCRs Offering Sub-Processors and Affiliates).
- “Clean Room” means an application used for privacy-enhanced data collaboration between two or more parties.
- “Clean Room Configurations” means all configurations, templates, policies, constraints, or other Clean Room settings developed or created by Customer, including any modifications, deletions, or additions to any Clean Rooms that Customer creates or configures using Snowflake DCRs, including to any default configurations, templates, policies, constraints, or other Clean Room settings provided by Snowflake.
- “Clean Room Consumer” has the meaning given to it in Section 2.2 (Use of Snowflake DCRs).
- “Clean Room Managed Account” means an account in the generally available software-as-a-service offering hosted by or on behalf of Snowflake that is described at https://docs.snowflake.com, where such account: (i) is not subject to a Service Agreement; and (ii) is used pursuant to these Terms.
- “Clean Room Provider” has the meaning given to it in Section 2.2 (Use of Snowflake DCRs).
- “CMA Customer” means a Snowflake customer that is (i) not party to a Service Agreement; and (ii) acting as a Clean Room Consumer.
- “CMA Customer Data” means any data or data files of any type that are uploaded by Customer as a CMA Customer for processing in the Clean Room Managed Account. For clarity, CMA Customer Data does not include Usage Data, and CMA Customer Data will be deemed Confidential Information of Customer.
- “CMA Offering” has the meaning given to it in Section 2.3 (Provision of the CMA Offering).
- “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Snowflake DCRs Technology and these Terms 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.
- “Customer” means the entity accepting these Terms.
- “Data Protection Claims” means any claims arising from: (i) a party’s breach of Section 5 (Data Privacy), Section 6 (Security), or Section 8 (Confidentiality), where such breach results in the unauthorized disclosure of Snowflake DCRs-Processed Data in Snowflake DCRs; or (ii) Customer’s breach of Section 4.1 (Use Obligations).
- “Disclosing Party” has the meaning given to it in Section 8 (Confidentiality).
- “Effective Date” means the date of Customer’s initial access to Snowflake DCRs (as defined below) through any online provisioning, registration or order process.
- “Excluded Claims” means obligations and claims based on: (i) Customers breach of its obligations in Section 2.6 (General Restrictions); (ii) a party’s breach of Section 8 (Confidentiality) that is unrelated to obligations and claims relating to Snowflake DCRs-Processed Data or CMA Customer Data (if applicable); (iii) either party’s express obligations under Section 12 (Indemnification); and/or (iv) liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct).
- “Listing Consumer” has the meaning given to it in the Provider and Consumer Terms.
- “Listing Functionality” has the meaning given to it in the Snowflake Provider and Consumer Terms.
- “Listing Provider” has the meaning given to it in the Provider and Consumer Terms.
- “Personal Data” means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms under data protection laws, including, but not limited to, the definition of “personal information” in the California Consumer Privacy Act of 2018 (as amended from time to time).
- “Previews” means products, features, services, software, regions or cloud providers that Snowflake does not yet make generally available, e.g., those that are labeled as “private preview,” “public preview,” “pre-release” or “beta.”
- “Preview Terms” means the Preview Terms of Service located at https://www.snowflake.com/legal.
- “Product” has the meaning given to it in the Provider and Consumer Terms.
- “Provider and Consumer Terms” means the Provider and Consumer Terms located at https://www.snowflake.com/legal.
- “Receiving Party” has the meaning given to in Section 8 (Confidentiality).
- “Restricted Data” means information subject to requirements of PCI-DSS, HIPAA, FedRAMP, State Authorizing Programs, the International Traffic in Arms Regulations (ITAR), the Defense Federal Acquisition Regulation Supplement (DFARS), the Criminal Justice Information Services (CJIS) Security Policy, Internal Revenue Service Publication 1075 (IRS 1075) or other similar heightened standards.
- “Sample Data” means any data (including from third-party sources) provided or made available to Customer by Snowflake solely for Customer’s internal testing, evaluation, and other non-production use of Snowflake DCRs, which Snowflake may delete or require Customer to cease using at any time upon advance notice.
- “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake and (i) described at https://docs.snowflake.com; and (ii) ordered and/or used pursuant to a Service Agreement.
- “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such separate written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/legal/, between Customer and Snowflake (or one of its Affiliates).
- “Service Customer Data” means any data that is Customer Data as defined in the Service Agreement.
- “Snowflake” means Snowflake Inc. or an Authorized Snowflake Affiliate, as applicable. For clarity, unless otherwise specified in these Terms, the Snowflake entity contracting with Customer hereunder is as set forth under “Contracting Entities” at https://www.snowflake.com/legal/.
- “Snowflake DCRs” means the offering made available by Snowflake that permits Snowflake customers to create, manage, and share Clean Rooms with other parties, as more fully described in the Snowflake DCRs Documentation. For avoidance of doubt, Snowflake DCRs include the CMA Offering.
- “Snowflake DCRs Documentation” means the technical documentation and usage guides expressly designated by Snowflake as applicable to Snowflake DCRs at https://other-docs.snowflake.com (or such successor site as may be designated by Snowflake).
- “Snowflake DCRs DPA” means the Snowflake Data Clean Rooms Data Processing Addendum, located at https://www.snowflake.com/legal.
- “Snowflake DCRs Security Addendum” means the Snowflake Data Clean Rooms Security Addendum, located at https://www.snowflake.com/legal.
- “Snowflake DCRs Technology” means (i) Snowflake DCRs, the Snowflake DCRs Documentation and any and all related and underlying technology and documentation; and (ii) any derivative works, modifications, or improvements of any of the foregoing; and (iii) all patent, copyright, trademark, trade secret, and other intellectual property rights to any of the foregoing.
- “Snowflake DCRs-Processed Data” has the meaning given to it in Section 3 (Service Customer Data).
- “Systems” means Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly or through the use of third-party platforms or service providers.
- “Terms” has the meaning given to it in Section 1.1 (Important Terms).
- “Third-Party Products” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with Snowflake DCRs, and may be procured or used by Customer. For clarity, Third-Party Products are subject to separate terms, and Snowflake has no liability with respect thereto under these Terms.
- “Usage Data” means usage and operations data in connection with the Customer’s use of Snowflake DCRs, including without limitation data used to identify the source and destination of a communication, query logs, and metadata (e.g., object definitions and properties).
- “User” means the persons designated and granted access to Snowflake DCRs by or on behalf of Customer, including, as applicable, any of its and its Affiliates’ Contractors.
1As used in Snowflake DCRs DPA in connection with the definition of “Snowflake Group,” the term “Affiliates” shall be understood to mean “Authorized Snowflake Affiliates.”