U.S. Government Amendment To Snowflake Provider and Consumer Terms

Last Updated: January 27, 2025 | Previous Versions

1. 1. This U.S. Government Amendment (this “U.S. Government Amendment”) to the Snowflake Provider and Consumer Terms, available at https://www.snowflake.com/legal/snowflake-provider-and-consumer-terms/ (or such successor URL as may be designated by Snowflake) (as updated from time to time, the “Terms”) by and between Snowflake Inc. (“Snowflake”) and the U.S. Governmental Entity accepting the Terms and this U.S. Government Amendment (“Customer”) is effective as of the Effective Date of the Terms. Unless otherwise defined in this U.S. Government Amendment, all capitalized terms used herein will have the meanings ascribed to them in the Terms. The parties agree as follows:

   2. SERVICE AGREEMENT.Customer understands and agrees that use of the Marketplace as a Consumer and/or Provider is contingent upon there being a valid Service Agreement in effect throughout its use of the Marketplace as a Consumer and/or Provider.
   3. INTRODUCTION. Section 1.4 (Acceptance and Enforceability) of the Terms is hereby deleted in its entirety and replaced with the following:

      “1.4. Acceptance and Enforceability. To the extent Customer’s Service Agreement does not include these Terms, Customer’s Org Admin is required to accept these Terms within Snowsight (the Web interface of the Service) and, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Customer. Without limiting Section 11.10 (Entire Agreement), as of the Effective Date, prior agreements covering Customer’s use of the Marketplace are hereby terminated and superseded by these Terms. These Terms are enforceable like any written agreement signed by Customer and Snowflake. By indicating acceptance of these Terms or engaging in Transactions, Customer is accepting all the terms and conditions of these Terms on behalf of the Customer’s entity or ordering activity and not in his or her own individual capacity.”

   4. TERMINATION OF TERMS. Section 7.5 (Effect of Termination) of the Terms is hereby deleted in its entirety and replaced with the following:

      “7.5. Effect of Termination. Upon termination of these Terms, (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Marketplace, as either a Provider or Consumer and (ii) Customer will promptly cease all use of the Marketplace. Snowflake will have no liability to Customer for any limitation, termination, or suspension of access to or use of the Marketplace, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Customer to any refund; (iii) affect Customer’s obligation to pay all Fees, Product Costs, and Taxes, as applicable, due or otherwise accrued through the date of limitation, suspension, or termination; or (iv) affect Snowflake’s obligation to pay Customer’s Net Payment (subject to Section 3.5 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)), as applicable, that became due or otherwise accrued before Termination of these Terms. Any disputes related to the U.S. Government Amendment and the Terms will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

   5. INDEMNIFICATION. Section 8 (Indemnification) of the Terms is hereby deleted in its entirety and replaced with the following:

      “8. INDEMNIFICATION AND REPRESENTATIONS.
      8.1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Marketplace, when used in accordance with these Terms and the Documentation, infringes any intellectual property right of such third party, and will indemnify Customer for any damages and costs finally awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Customer’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Provider Materials (if applicable)), either alone or in combination with the Marketplace.
      8.2. Representations by Customer. Where Customer is using the Marketplace as a Provider, Customer agrees that it is solely responsible for all risks arising from or relating to any of Customer’s Provider Materials and hereby represents and warrants that its Provider Materials will not (i) violate these Terms, inclusive of the U.S. Government Amendment, or applicable law, (ii) infringe or misappropriate any third party rights, or (iii) cause harm to any third party or Snowflake.
      8.3. Indemnification Procedures. In the event of a potential indemnity obligation under Section 8, the indemnified party (the “Indemnified Party”) will: (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (ii) 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 (iii) 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 8 shall not relieve the Indemnifying Party of its obligations under Section 8. However, the Indemnifying Party shall not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is 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 Section 8. 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 8 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. In the event of a dispute between Snowflake and Customer under this Section 8, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

   6. WARRANTY AND DISCLAIMER. Section 9 (Warranty and Disclaimer) of the Terms is hereby deleted in its entirety and replaced with the following:

      “9. WARRANTY AND DISCLAIMER. Subject to Section 2.4 (Previews), Snowflake warrants that the Marketplace will work in substantial conformity with the Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Marketplace is made available to Customer on an as-is and as-available basis and, except as set forth in the immediately preceding sentence, Snowflake makes no representations or warranties of any kind, implied or expressed, with respect to the Marketplace, including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Snowflake does not represent or warrant that the use of the Marketplace will be uninterrupted or error-free. Although Snowflake attempts to make use of the Marketplace safe, subject to Section 5.1 (Snowflake Products), Snowflake cannot and does not represent or warrant that any Provider Materials are free of harmful content or materials. Notwithstanding the foregoing, in the event of a dispute between Snowflake and Customer under this Section 9, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

   7. LIMITATIONS OF LIABILITY. Section 10 (Limitations of Liability) of the Terms is hereby deleted in its entirety and replaced with the following:

      “10. LIMITATIONS OF LIABILITY. Sections 10.1 (Exclusion of Damages) and 10.2 (Total Liability) below will apply: (a) regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise; (b) even if any limited remedy specified in these Terms is found to have failed of its essential purpose; (c) to the maximum extent permitted by applicable law; and (d) notwithstanding any other provision of these Terms.
      10.1. Exclusion of Damages. Except with respect to Excluded Claims, in no event will either party be liable to the other party or any third party for any loss of use, lost or inaccurate data, interruption of business, costs of delay, cover costs, lost profits, or any indirect, special, incidental, reliance, punitive, exemplary, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
      10.2. Total Liability. Except with respect to Excluded Claims, in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $50,000 (USD).”

   8. GENERAL TERMS.
      1. Section 11.1 (Assignment) of the Terms is hereby deleted in its entirety and replaced with the following:

         “11.1. Assignment. Snowflake may, in accordance with FAR § 42.12, assign these Terms to any Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Snowflake’s prior written consent (not to be unreasonably withheld). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.”

      2. Section 11.6 (Governing Law, Jurisdiction, and Venue) of the Terms is hereby deleted in its entirety and replaced with the following:

         “11.6. Governing Law, Jurisdiction, and Venue. Where Customer is a U.S. federal entity, these Terms will be governed by federal law and where Customer is a U.S. state entity, these Terms will be governed by the applicable U.S. state law.”

   9. DEFINED TERMS. 
      1. Section 12.54 (Service Agreement) is hereby deleted in its entirety and replaced with the following:

         “12.54. “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service between Customer and Snowflake, one of Snowflake’s Affiliates, or an authorized Snowflake Reseller.”

      2. A new Section 12.58 (Snowflake Reseller) is added as follows:

         “12.58. “Snowflake Reseller” means a distributor or reseller authorized to resell the Service to U.S. Governmental Entities.”

      1. Section 2.2 (Payments) of Exhibit A (Monetization Offering Terms) the Terms is hereby deleted in its entirety and replaced with the following:

         “2.2. Payments. All payments made under these Terms to Snowflake will be made in U.S. dollars to an account designated by Snowflake, or such other payment method mutually agreed upon by the Parties, and will be non-refundable. To the extent there are any payment disputes (including any refund requests or other payment requests) between Customer and a Provider, any settlements of such disputes must be agreed upon directly between Customer and the Provider. In the event of a dispute between Customer and a Provider, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation. Customer represents and warrants that Customer has the right to use any payment method that Customer submits in connection with a Transaction. Any disputed amounts due to Snowflake by Customer will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

      2. Section 2.5 (No Set-Off) of the Terms is hereby deleted in its entirety and replaced with the following:

         “2.5. No Set-Off. [RESERVED].”

      3. Section 2.6 (Taxes) of the Terms is hereby deleted in its entirety and replaced with the following:

         “2.6. Taxes. [RESERVED].”

      4. Section 3.6 (Right to Offset Payment) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:

         “3.6. Right to Offset Payment. [RESERVED].”

      5. Section 3.9 (Taxes) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:

         “3.9. Taxes. [RESERVED].”

   MONETIZATION OFFERING TERMS.

    

Previous Versions

2024

May 31, 2024 – U.S. Government Amendment To Snowflake Provider and Consumer Terms

2023

October 9, 2023 – U.S. Government Amendment To Snowflake Provider and Consumer Terms