This is an archived version of our Evaluation Terms of Service from August 6, 2021. View the current version here.
BY EXECUTING THE EVALUATION ORDER FORM OR ACCESSING OR USING ANY SERVICE, 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 ANY SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU ARE USING ANY SERVICE 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
This Snowflake Evaluation Terms of Service (“Evaluation Agreement”) is entered into by and between Snowflake Inc. with an address set forth at www.snowflake.com/legal/snowflake-contracting-entities (“Snowflake”) and the entity executing the Evaluation Order Form with Snowflake (“Customer” or “you”). This Evaluation Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in this Evaluation Agreement and the Evaluation Order Form that reference this Evaluation Agreement. This Evaluation Agreement is effective as of the date which is the earlier of: (a) Customer’s initial access to any Service through any online provisioning, registration or order process; and (b) Customer’s execution of the Evaluation Order Form (the “Effective Date”).
TERMS AND CONDITIONS
1. Access to the Snowflake Service. Customer may access and use the Service during the Evaluation Period, but only for its own benefit on an evaluation basis to determine whether to purchase an ongoing subscription to the Service and in accordance with the terms and conditions of this Evaluation Agreement. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Service 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 Evaluation Agreement. Customer will ensure that all permitted Users keep their user IDs and passwords for the Service strictly confidential and will remain responsible for any and all actions taken using Customer’s account. Customer will be responsible for restricting access by any User who is no longer authorized to access the Service. To the extent use of a Service requires Customer to install Client Software, Snowflake grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during the Evaluation Period to use the object code form of the Client Software internally in connection with Customer’s and its Affiliates’ use of the Service, subject to the terms of this Evaluation Agreement.
2. 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 any Service to a third party (except as expressly set forth in Section 1 with respect to Contractors and Affiliates); (b) use any Service to provide, or incorporate any Service into, any general purpose data warehousing 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 any Service, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake); or (d) remove or obscure any proprietary or other notices contained in any Service.
3. Preview Service Terms. Snowflake may make available to Customer certain products, features, services, software, regions or cloud providers that are not yet generally available, including such products, features, services, software, regions or cloud providers that are labeled as “private preview,” “public preview,” “pre-release” or “beta” (collectively, “Previews”). Customer may access and use Previews solely for its internal evaluation purposes and in accordance with the Preview Terms. In the event of any conflict between this Evaluation Agreement and the Preview Terms, the Preview Terms shall govern and control solely with respect to the Previews.
4. Customer 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 Customer Data and any modifications made thereto in the course of the operation of the Service as provided to Snowflake. Subject to the terms of this Evaluation Agreement, Customer hereby grants to Snowflake a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Service to Customer, or to prevent or address service or technical problems under this Evaluation Agreement, or as may be required by law. For this Evaluation Agreement, Snowflake does not provide an archiving service and expressly disclaims all obligations with respect to storage.
5. Customer Obligations. Customer will ensure that its use of each Service and all Customer Data is at all times compliant with this Evaluation Agreement, Customer’s privacy policies, and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants that Customer has sufficient rights in the Customer Data to grant the rights granted to Snowflake in Section 3 and that the Customer Data does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party. In addition, Customer specifically agrees not to submit to the Service any HIPAA Data. Snowflake shall have no liability under this Evaluation Agreement for HIPAA Data, notwithstanding anything to the contrary in this Evaluation Agreement or in HIPAA or any similar federal or state laws, rules or regulations. Customer will defend, indemnify, and hold harmless Snowflake from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of this Section.
6. Privacy & Security. The parties shall comply with the DPA and the Security Addendum.
7. Support. Snowflake will use reasonable efforts to answer Customer’s questions regarding use of the Service, but is not obligated to provide any other support for the Service during the Evaluation Period.
8. Confidentiality. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Evaluation Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Evaluation Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. 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.
9. Intellectual Property Rights. This is an agreement for access to and use of the Service. Customer acknowledges that it is obtaining only a limited right to the Service and that irrespective of any use of the words “purchase”, “sale” or like terms in this Evaluation Agreement no ownership rights are being conveyed to Customer under this Evaluation Agreement. 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 Service, all Documentation and Client Software, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated (collectively, “Snowflake Technology”). Except for the express limited rights set forth in this Evaluation Agreement, no right, title or interest in any Snowflake Technology is granted to Customer. Further, Customer acknowledges that the Service is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for any Service, except (if applicable) for the Client Software in object code format. Notwithstanding anything to the contrary herein, Snowflake may freely use and incorporate into Snowflake’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Services relating to Snowflake’s products or services (“Feedback”). Notwithstanding anything to the contrary in this Evaluation Agreement, Snowflake has the right to collect and use Usage Data to develop, improve, support, and operate its products and services during and after the term of this Evaluation Agreement. “Usage Data,” as used in this Section 8, means query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Service.
10. Term an