Version Date: April 30, 2020

The following Optional Feature Terms (“Terms”) are incorporated in the written subscription agreement for the Snowflake Service entered into by the parties, or if no such written agreement exists, the Snowflake Terms of Service located at (or such successor URL as may be designated by Snowflake) 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 marketplace (the “Snowflake Data Marketplace”) that allows Snowflake customers (as “Marketplace Providers”) to list and make available Datasets to other Snowflake customers (as “Marketplace Consumers”) for the Marketplace Consumers’ use on the Snowflake Service.  These Terms apply where Customer uses the Snowflake Data Marketplace as a Marketplace Provider.

2. Modified Defined Terms. The following defined terms in the Agreement are supplemented as follows:

Service” shall include the Snowflake Data Marketplace

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 Marketplace Consumer as a result of data appending or data enrichment services, that Customer makes available in the Snowflake Data Marketplace.

Listing Information” means information about a Dataset (but not the Dataset itself) including title, description, any applicable metadata, Marketplace 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.

4. Marketplace Provider Obligations.        

4.1 Marketplace Provider Compliance. Marketplace Provider will comply with the Snowflake Data Marketplace Policies.          

4.2 Rights in Listing Information. Marketplace Provider is solely responsible for the accuracy, content and legality of Listing Information. Marketplace Provider represents and warrants that it has all necessary rights, consents and permissions to provide the Listing Information to Snowflake and Marketplace Consumers as contemplated in these Terms;

5. Further Use. Marketplace Provider acknowledges that Snowflake has no control over or responsibility for how Marketplace 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 Marketplace Provider from Snowflake, Marketplace 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. Marketplace Provider shall provide Snowflake a link to Marketplace Provider’s public-facing privacy notice when requested and such link will be included on any site within the Snowflake Data Marketplace where Personal Information is collected directly by Marketplace Provider.

7. Third Party Notices. If applicable, Marketplace 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. Marketplace 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, Marketplace 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 Marketplace (including a tile on the Snowflake Data Marketplace). Snowflake will obtain Marketplace Provider’s prior written consent before modifying or creating derivative works of any branding, name, logo, and trademarks provided by Marketplace Provider

8.2 Datasets. Marketplace 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 Marketplace 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 Marketplace Provider to be in noncompliance with these Terms. Marketplace 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 Marketplace.