Version Date: November 18, 2019
The following Optional Feature Terms (“Terms”) are incorporated in the written subscription agreement for the Snowflake Service entered into by the parties or other agreement with Snowflake governing Customer’s use of the Services (the “Agreement”) and apply only to the feature(s) to which these Terms relate. In the event of a conflict between these Terms and the terms of the Agreement), these Terms will apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
1. Introduction and Application. Snowflake makes available a software-as-a-service data exchange (the “Snowflake Data Exchange”) that allows Snowflake customers (as “Exchange Providers”) to list and make available Datasets to other Snowflake customers (as “Exchange Consumers”) for the Exchange Consumers’ use on the Snowflake Service. These Terms apply where Customer uses the Snowflake Data Exchange as an Exchange Provider.
2. Modified Defined Terms. The following defined terms in the Agreement are supplemented as follows:
“Service” shall include the Snowflake Data Exchange
3. New Defined Terms. The following new defined terms are added to the Agreement:
“Dataset” means a set of data and/or functions, including data that Customer provides to Exchange Consumer as a result of data appending or data enrichment services, that Customer makes available in the Snowflake Data Exchange.
“Listing Information” means information about a Dataset (but not the Dataset itself) including title, description, any applicable metadata, Exchange Provider’s branding, name, logo, and trademarks, and other information reasonably requested by Snowflake from time to time.
“Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or an individual’s household.
“Sell,” “Selling,” “Sale,” or “Sold,” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual’s Personal Information to a third party for monetary or other valuable consideration.
“Snowflake Data Exchange Policies” means any guidelines, rules and policies about the Snowflake Data Exchange that Snowflake makes available to Exchange Provider on www.snowflake.com/legal, as updated from time to time.
4. Exchange Provider Obligations.
4.1 Exchange Provider Compliance. Exchange Provider will comply with the Snowflake Data Exchange Policies.
4.2 Rights in Listing Information. Exchange Provider is solely responsible for the accuracy, content and legality of Listing Information. Exchange Provider represents and warrants that it has all necessary rights, consents and permissions to provide the Listing Information to Snowflake and Exchange Consumers as contemplated in these Terms;
5. Further Use. Exchange Provider acknowledges that Snowflake has no control over or responsibility for how Exchange Consumers may use any database functions on a Dataset (“Consume”).
6. Personal Information. For any Personal Information that is provided by or on behalf of Snowflake, or otherwise collected by Exchange Provider from Snowflake, Exchange Provider agrees that it and any third party or Affiliate to whom it provides the Personal Information, shall (1) not Sell the Personal Information, and (2) not use the Personal Information in a manner that could cause any sharing of the Personal Information to qualify as a Sale of the Personal Information. Exchange Provider shall provide Snowflake a link to Exchange Provider’s public-facing privacy notice when requested and such link will be included on any site within the Snowflake Data Exchange where Personal Information is collected directly by Exchange Provider.
7. Third Party Notices. If applicable, Exchange Provider will be responsible for handling DMCA takedown requests and other notices of alleged infringement or illegality relating to the Datasets and will promptly notify Snowflake of any such requests or notices. Exchange Provider is responsible for handling all other incidents of alleged infringement or violation of third-party rights by, or illegality of, the Datasets.
8. Licenses and Ownership.
8.1 Listing Information. Subject to these Terms, Exchange Provider hereby grants to Snowflake a worldwide, non-exclusive, irrevocable, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display the Listing Information solely in connection with operating and marketing the Snowflake Data Exchange (including a tile on the Snowflake Data Exchange). Snowflake will obtain Exchange Provider’s prior written consent before modifying or creating derivative works of any branding, name, logo, and trademarks provided by Exchange Provider.
8.2 Datasets. Exchange Provider hereby authorizes Snowflake to use, copy and make available the Datasets as necessary to perform its obligations under this Agreement.
9. Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms upon notice to Exchange Provider, including by posting updated terms on the Snowflake website, except Snowflake will provide 30 days prior written notice (which may be via email) prior to the effective date of any changes which may cause Exchange Provider to be in noncompliance with these Terms. Exchange Provider’s sole and exclusive remedy if it does not agree to any updates or changes to these Terms will be to cease participating in the Snowflake Data Exchange.