VERSION DATE: August 26, 2019
This Snowflake Data Exchange Provider Terms of Service (“Terms”) is entered into by and between Snowflake Inc. (“Snowflake”) and the entity or person placing an order for or accessing the Snowflake Data Exchange as a data provider (“Exchange Provider”). These Terms governs participation in the Snowflake Data Exchange as an Exchange Provider.
The “Effective Date” of these Terms is the earlier of 1) the effective date of the first Order Form referencing these Terms; or 2) the date on which Exchange Provider indicates it accepts these Terms.
- Introduction. Snowflake makes available a software-as-a-service data warehouse offering (the “Snowflake Service”). Snowflake also makes available a software-as-a-service data exchange that allows certain customers (as Exchange Providers) of the Snowflake Service to list and make available Datasets to other customers of the Snowflake Service (as “Exchange Consumers”) for the Exchange Consumers’ use on the Snowflake Service (the “Snowflake Data Exchange”).
- Snowflake Data Exchange.
- Snowflake Data Exchange. The Snowflake Data Exchange includes any Snowflake website, feature or other interface, including within the Snowflake Service, through which Snowflake allows the sharing and discovery of Datasets. For clarity, Exchange Provider’s use of the Snowflake Service (excluding the Snowflake Data Exchange) remains subject to Exchange Provider’s applicable customer agreement with Snowflake and not these Terms.
- Submitting to Snowflake Data Exchange. To be included in the Snowflake Data Exchange, Exchange Provider must: (a) apply to Snowflake for acceptance; (b) submit Datasets to Snowflake meeting the requirements in these Terms, including in Section 6 (Exchange Provider Obligations); (c) provide information about a Dataset including title, description, metadata, Exchange Provider’s branding, name, logo, and trademarks, and other information reasonably requested by Snowflake from time to time (“Listing Information”) for each Dataset, which Snowflake may use in accordance with Section 9.1 (Listing Information); and (d) designate Exchange Provider Dataset Terms for each Dataset as described in Section 3 (Exchange Provider Dataset Terms).
- Control over Snowflake Data Exchange. Snowflake may accept or reject Exchange Provider (or any Dataset) for inclusion in the Snowflake Data Exchange in its sole discretion without liability. Snowflake retains control and discretion over the Snowflake Data Exchange, including the promotion, placement, and presentation of any Dataset or Listing Information in the Snowflake Data Exchange. Snowflake has no duty or obligation, express or implied, to display or otherwise include any Datasets or Listing Information in the Snowflake Data Exchange. Notwithstanding any acceptance by Snowflake of Exchange Provider (or any Dataset) for inclusion in the Snowflake Data Exchange, Exchange Provider remains solely responsible for its Datasets and Listing Information.
- Exchange Provider Dataset Terms. Exchange Provider will designate its applicable license agreement for Exchange Consumers’ use of the Dataset when providing Listing Information for the Dataset (“Exchange Provider Dataset Terms”). Exchange Provider is responsible for the contents of its Exchange Provider Dataset Terms. The Dataset must meet the requirements of these Terms.
- Enablement and Use of Datasets
- Enablement. Following Snowflake acceptance of a Dataset, Exchange Provider may make available the Dataset so it is accessible by Exchange Consumers within the Snowflake Service (or other format or designation specified by Snowflake). Exchange Providers may offer Datasets that can be filtered for a specific Exchange Consumer (“Personalized Share”) or free Datasets available to any Exchange Consumer (“Standard Share”).
- Exchange Consumer Discovery. Exchange Consumers may discover and search for Datasets through the Snowflake Data Exchange. Exchange Consumers may then add a Dataset to their Snowflake Service accounts for their own use.
- 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 including exports to other systems (“Consume”) any Dataset within or outside the Snowflake Service. Snowflake is not a party to any Exchange Provider Dataset Terms and has no obligation or duty to enforce the terms of any Exchange Provider Dataset Terms against any Exchange Consumer. It is Exchange Provider’s sole responsibility to evaluate any risks related to its sharing of Datasets with Exchange Consumers.
- Usage Metrics. Subject to Laws, Snowflake will use reasonable efforts to share with Exchange Provider general statistics about Exchange Consumers’ use and consumption of Exchange Provider’s Datasets (to the extent Snowflake has the right to share that data and as determined in Snowflake’s discretion), (“Usage Metrics”). Exchange Provider will ensure that its use of Usage Metrics complies with Laws. Exchange Provider acknowledges the Usage Metrics are Snowflake’s Confidential Information. Exchange Provider will not use Usage Metrics for distribution, marketing, publishing benchmarks, or revealing adoption of the Snowflake Data Exchange.
- Exchange Provider Obligations.
- Exchange Provider Compliance. Exchange Provider will ensure that its participation in the Snowflake Data Exchange is at all times in compliance with these Terms, the Snowflake Data Exchange Policies, and applicable Laws.
- Rights in Datasets and Listing Information. Exchange Provider is solely responsible for the accuracy, content and legality of the Datasets and Listing Information. Exchange Provider represents and warrants that (a) it has all necessary rights, consents and permissions to provide the Datasets and Listing Information to Snowflake and Exchange Consumers as contemplated in these Terms; and (b) the Datasets and their sharing and Consumption hereunder will not violate (i) the AUP, (ii) any Laws, (iii) any rights of third parties (including intellectual property, privacy, or publicity rights), or (iv) Exchange Provider’s own agreements with third parties or Exchange Consumers. In addition, Exchange Provider represents and warrants that the Datasets were not created or collected in a manner that violates any Third Party Terms, and use of the Datasets as contemplated hereunder will not (x) subject Snowflake to any Third Party Terms or require any payments, consents or attributions by Snowflake; or (y) unless otherwise set forth in a separate agreement between Exchange Provider and an Exchange Consumer (including the Exchange Provider Dataset Terms), subject any Exchange Consumer to any Third Party Terms or require any payments, consents or attributions by any Exchange Consumer. Nothing in the Exchange Provider Dataset Terms limits Exchange Provider’s express obligations to Snowflake and Exchange Consumers under these Terms.
- Exchange Provider Conduct. Exchange Provider will not (in Exchange Provider Dataset Terms or otherwise) (a) make any legal representations, guarantees or warranties of any type on behalf of Snowflake or regarding the Snowflake Service or the Snowflake Data Exchange, or (b) describe the Snowflake Service or the Snowflake Data Exchange in a manner inconsistent with these Terms or any descriptions communicated by Snowflake to Exchange Provider.
- Exchange Provider Response. When receiving a request to access a Personalized Share on the Snowflake Data Exchange from an Exchange Consumer, Exchange Provider will respond to the Exchange Consumer within one Business Day and share the appropriate Dataset with the Exchange Consumer within two Business Days. Notwithstanding the foregoing, if there is no agreement between Exchange Provider and Exchange Consumer governing such Dataset, Exchange Provider will respond to the Exchange Consumer within one Business Day of receiving the request and enable sharing within two Business Days of executing an agreement with Exchange Consumer.
- Personal Information. For any Personal Information that is provided by or on behalf of Snowflake, or otherwise collected by Exchange Provider from Snowflake or through the Snowflake Data Exchange, 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 and such link will be included on any site within the Snowflake Data Exchange where Personal Information is collected directly by Exchange Provider.
- Third Party Notices; Removals.
- 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, including as set forth in Section 13 (Indemnification).
- Removals by Exchange Provider. Exchange Provider may delist a Standard Share from the Snowflake Data Exchange at any time in its sole discretion but must allow Exchange Consumers then accessing the Dataset to continue to access the Dataset for 30 days after the delisting of the Standard Share, unless otherwise required by Law. Exchange Provider may drop a share created from a Standard Share after 30 days from when the Dataset was delisted. Exchange Provider may delist a Personalized Share from the Snowflake Data Exchange and drop a share created from a Personalized Share at any time.
- Removals by Snowflake. Snowflake may delist and drop a Standard Share, delist and drop a Personalized Share, or remove an Exchange Provider from the Snowflake Data Exchange (temporarily or permanently) at any time in its sole discretion, without notice or liability. This may include, without limitation, if Snowflake receives a claim regarding a Dataset (or reasonably believes such a claim to be likely) or if Snowflake determines that Exchange Provider or a Dataset has violated Section 6 (Exchange Provider Obligations). For clarity, Snowflake has the right, but no duty or obligation, to monitor Datasets for compliance with these Terms and Laws.
- Effect of Removals. Snowflake will use reasonable efforts to promptly remove the relevant Listing Information from the Snowflake Data Exchange when Snowflake or Exchange Provider delists a Dataset under this Section 7 or upon termination of these Terms under Section 8. Exchange Consumers will no longer have access to the Dataset when Snowflake or Exchange Provider drops a share. However, removal of a Dataset under Section 7.2 or 7.3 will not affect (or result in deletion of) any data that has been copied or exported from a Dataset to the Exchange Consumer’s Snowflake Service account.
- Term and Termination.
- Term. These Terms begins on the Effective Date and will remain in effect until terminated. Either party may terminate these Terms for any or no reason upon notice to the other party. Upon termination of these Terms, Exchange Provider must (1) delist all Datasets from the Snowflake Data Exchange and (2) drop all shares created through the Snowflake Data Exchange, subject to the 30-day requirement in Section 7.2 (Removals by Exchange Provider).
- Changes. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change the terms of 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) at least 30 days 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.
- Effect of Termination. Sections 3 (Exchange Provider Dataset Terms), 4.3 (Further Use), 7.3 (Removals by Snowflake), 7.4 (Effect of Removals), 8 (Term and Termination), 9.4 (Snowflake Ownership), 11 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidential Information), 15 (General) and 16 (Definitions) will survive any expiration or termination of these Terms. Snowflake will have no liability for any termination of these Terms.
- Licenses and Ownership.
- Listing Information. Subject to these Terms, Exchange Provider hereby grants to Snowflake a worldwide, non-exclusive, sublicensable (through multiple tiers), 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 written consent before modifying or creating derivative works of Exchange Provider’s branding, name, logo, and trademarks.
- Datasets. Exchange Provider hereby authorizes Snowflake to use, copy and make available the Datasets as necessary to exercise its rights and perform its obligations under these Terms (including to allow Exchange Consumers to Consume the Datasets).
- Exchange Service Data. Notwithstanding anything to the contrary in these Terms, Snowflake has the right to collect query logs, and any data relating to the operation, support and/or about Exchange Provider’s and/or Exchange Consumer’s use of the Snowflake Data Exchange and Datasets, including the relationship of, and interactions by, Exchange Providers and Exchange Consumers (“Exchange Service Data”). Snowflake may use Exchange Service Data to develop, improve, support, and operate products and services. This Section does not give Snowflake the right to identify Exchange Provider as the source of any Exchange Service Data without the Exchange Provider’s consent.
- Snowflake Ownership. Snowflake and its suppliers have and will retain all right, title and interest (including, without limitation, all patent, copyright, trademark, trade secret or other proprietary rights) in and to (1) the Snowflake Service, (2) the Snowflake Data Exchange, (3) any modifications, improvements and derivative works thereof, and (4) Exchange Service Data.
- Use of Snowflake Marks. Subject to these Terms, Snowflake grants Exchange Provider a nonexclusive, non-transferable, non- sublicensable, revocable license to use the Snowflake Marks solely for the purposes (if any) approved by Snowflake in writing, in compliance with the Snowflake trademark usage guidelines posted by Snowflake at https://www.snowflake.com/brand-guidelines/. All goodwill arising out of use of the Snowflake Marks will inure to the benefit of Snowflake. Except as expressly licensed under these Terms, Snowflake retains all right, title and interest in and to the Snowflake Marks, including all intellectual property rights.
- No Fees. No fees, revenue share or other amounts are payable from either party hereunder, but any Datasets submitted by Exchange Provider will be shared from its Snowflake Service account, which will incur fees in accordance with the applicable customer agreement between Exchange Provider and Snowflake governing such account. If Exchange Provider participates in the Snowflake Data Sharing Rebate Program, Exchange Provider may earn Data Sharing Rebate Credits based on Consumption of Exchange Provider’s Datasets in accordance with the Snowflake Data Sharing Rebate Credit Terms and Conditions.
- Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SNOWFLAKE DATA EXCHANGE AND USAGE METRICS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SNOWFLAKE EXPRESSLY DISCLAIMS ANY AND ALL OTHER 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.
- Limitation of Liability.
- Consequential Damages Waiver. EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 13 (INDEMNIFICATION), NEITHER PARTY NOR A PARTY’S SUPPLIERS WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS 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.
- Liability Cap. EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 13 (INDEMNIFICATION), EACH PARTY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED IN AGGREGATE ONE THOUSAND U.S. DOLLARS (US $1000).
- Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 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 these Terms is found to have failed of its essential purpose.
- Snowflake Indemnification. Snowflake will indemnify, defend and hold harmless Exchange Provider from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (“Third-Party Claims”) arising from an allegation that Exchange Provider’s use in accordance with these Terms of the Snowflake Data Exchange infringes the third party’s patents, unless the underlying allegation arises from a combination of the Snowflake Data Exchange with materials or technologies not provided by Snowflake to Exchange Provider.
- Exchange Provider Indemnification. Exchange Provider will indemnify, defend (at Snowflake’s request) and hold harmless Snowflake from and against any and all Third-Party Claims (including reasonable attorneys’ fees and costs and any damages payable to Exchange Consumers) arising out of or in connection with any i) Listing Information or Datasets; or ii) breach or alleged breach by Exchange Provider of Sections 3 (Exchange Provider Dataset Terms), 5 (Usage Metrics), 6 (Exchange Provider Obligations), 7.1 (Third Party Notices), 7.2 (Removals by Exchange Provider), or 9.1 (Listing Information).
- Indemnification Procedures. The indemnified party must promptly notify the indemnifying party in writing of the Third-Party Claim and cooperate reasonably with the indemnifying party. If breach of this Section 13.3 prejudices the defense of the Third-Party Claim, the indemnifying party’s obligations under Section 13.1 (Snowflake Indemnification) or 13.2 (Exchange Provider Indemnification) (as applicable) will be reduced in proportion to the prejudice. The indemnified party must tender sole control of the indemnified portion of the Third-Party Claim to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
- Confidential Information. During and after the term of these Terms, each party hereto will (a) maintain Confidential Information of the other party in confidence (using at least the same measures as for its own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill its obligations under these Terms. If a Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, Receiving Party must provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure. In event of actual or threatened breach of this Section 14, Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
- Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Exchange Provider may not assign or transfer these Terms without Snowflake’s prior written consent. Notwithstanding the foregoing, either party may assign these Terms to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the party’s assets or voting securities. Exchange Provider acknowledges and agrees that Snowflake’s affiliates, contractors and service providers may exercise all rights of Snowflake under these Terms. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be null and void.
- Severability. If any provision of these Terms is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
- Governing Law; Jurisdiction and Venue. These Terms will be deemed to have been made in, and will be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to these Terms will be commenced in the state or federal courts located in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of such courts.
- Notice. Any notice, report, approval or consent required or permitted under these Terms will be in writing. Notices to Snowflake must be given to the address set forth above. Snowflake may provide any notice or communication to Exchange Provider to the address set forth above, by email, or through Exchange Provider’s Snowflake Service account.
- Amendments; Waivers. Any waivers or amendments will be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. Any waiver by either party of any breach of these Terms, whether express or implied, will not constitute a waiver of any other or subsequent breach. No provision of these Terms will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.
- Entire Agreement; Conflict. Both parties agree that these Terms is the complete and exclusive statement of the mutual understanding of the parties regarding the Snowflake Data Exchange, and supersedes and cancels all previous written and oral agreements and communications relating to the Snowflake Data Exchange. If there is a conflict between these Terms and any other agreement between Snowflake and Exchange Provider, these Terms will control the Exchange Provider’s use of the Snowflake Data Exchange.
- Independent Contractors. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venture of the other. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so.
- Non-Exclusive. Nothing in these Terms will be deemed to create an exclusive obligation on the part of either party or to prevent or restrict Snowflake from independently developing or obtaining from any other source the same or similar data contained in any Dataset or providing similar data from other Exchange Providers via the Snowflake Data Exchange.
- Interpretation. The headings contained in these Terms are for reference purposes only and will not affect in any way the meaning or interpretation of these Terms. The term “including” and its derivatives will be interpreted to mean “including without limitation.”
- Force Majeure. Snowflake will not be liable to Exchange Provider for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond Snowflake’s reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
“Affiliate” means any entity that is directly or indirectly controlled by, controlling or under common control with an entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“AUP” means Snowflake’s Acceptable Use Policy, made available at https://www.snowflake.com/legal/.
“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or is a nationally recognized federal holiday pursuant to Federal law (5 U.S.C. 6103).
“Confidential Information” means all code, inventions, know-how, business, technical and financial information of a party (the “Disclosing Party”) that is identified as confidential at the time of disclosure or should be reasonably known by the other party (the “Receiving Party”) to be confidential due to the nature of the information disclosed and the circumstances surrounding its disclosure. Confidential Information will not include information that 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. For clarity, Datasets are deemed not to be Confidential Information.
“Dataset” means a set of a data and/or functions that Exchange Provider makes available hereunder.
“DMCA” means the Digital Millennium Copyright Act, as amended and any successor laws.
“Exchange Service Data” has the meaning as defined in Section 9.3. 5
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data
“Listing Information” has the meaning as defined in Section 2.2.
“Order Form” means the Snowflake ordering document executed by both Exchange Provider and Snowflake which specifies the services being provided by Snowflake.
“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, as updated from time to time.
“Snowflake Marks” means all trademarks, service marks, logos or trade names used to identify Snowflake or its products or services that Snowflake makes available to Exchange Provider under these Terms.