Last Updated: September 8, 2023
These Conversion Software Terms of Use (“TOU”) govern use of the conversion software specified in the Order Form (the “Conversion Software”) and supersede any previous written and oral agreements and communications relating to the Conversion Software. “Order Form” means the Snowflake ordering document and/or SOW executed by Snowflake and Company identifying the Conversion Software and related scope limits (if any) and term length, and “Company” means the entity executing such Order Form or clicking through this license. BY CLICKING THROUGH THE TOU, EXECUTING AN ORDER FORM THAT REFERENCES IT OR OTHERWISE DOWNLOADING OR USING THE CONVERSION SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THE TOU.
- Subject to the terms and conditions herein, Snowflake will provide Company a limited, nonexclusive, non-transferable license to install and use the Conversion Software, but solely: (a) for internal evaluation of the capabilities of the Conversion Software and to generate information and reports about the Customer’s legacy database objects in anticipation of a migration to the Snowflake Service (“Assessment License”) and (b) where an Order Form is signed in connection with this license, to use the Conversion Software to convert code and other database objects in support of the migration project specified in the Order Form, during the Term of that Order Form and in accordance with other scope of use limits, if any, specified therein (“Conversion License”). Unless otherwise specified in the Order Form, Company’s use of the Conversion Software under a Conversion License does not have any restrictions related to the amount of code that may be converted by the Conversion Software or the number of Company users to which the Company may grant access to the Conversion Software. Company will be responsible for any use of the Conversion Software by its end users and for their compliance with this TOU. Company will not (and will not permit any third party to): (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Conversion Software to a third party; (b) use the Conversion Software for any migration project other than project specified in the Order Form, subject to the scope of use limits, if any, therein; (c) reverse engineer, decompile or disassemble the Conversion Software, or seek to obtain its source code or non-public APIs, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake); (d) circumvent or disable any technological or security features or measures in the Conversion Software; (e) modify or create derivative works of the Conversion Software or incorporate the Conversion Software into any other product; (f) remove or obscure any proprietary or other notices contained in the Conversion Software; or (g) to use the Conversion Software to benchmark Snowflake’s products or platforms, to generate competitive analysis or to build a competitive product or service. The licenses granted herein do not permit the foregoing uses. Except for Conversion Licenses granted under an Order Form, the licenses hereunder may be terminated by Snowflake at any time for any or no reason. Upon such termination or expiration, Company must cease use and delete all copies of the Conversion Software in its possession, custody or control. Except for the limited license granted herein, no rights, title or interest in or to the Conversion Software are granted or transferred to Company.
- Company may not use the Conversion Software to convert any database object or code that is not owned solely by the Customer as defined in the Order Form. As between the parties, Company is solely responsible and liable for determining if it has sufficient rights in any database objects or code to permit the use of the Conversion Software for conversion.
- Customer will receive any updates to Conversion Software as they are made available by Snowflake in its sole discretion. Snowflake’s support team does not provide support for the Conversion Software, which is excluded from the support and service level obligations otherwise applicable to the Snowflake Service. Support (including training, installation issues, run-time issues or conversion issues), if any, will be limited to the support services provided by Snowflake’s professional services team as specified in the applicable Order Form. Company acknowledges that the Conversion Software automatically sends certain usage data and error logs to Snowflake.
- THE CONVERSION SOFTWARE IS PROVIDED “AS IS,” AND SNOWFLAKE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONVERSION SOFTWARE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SNOWFLAKE DOES NOT WARRANT THAT THE USE OF THE CONVERSION SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SNOWFLAKE WARRANT ANY LEVEL OF CONVERSION SUCCESS FOR SPECIFIC CODE USED WITH THE CONVERSION SOFTWARE. COMPANY IS RESPONSIBLE FOR TESTING THE CONVERSION SOFTWARE PRIOR TO USE AND DETERMINING ITS SUITABILITY FOR COMPANY’S USE AND PURPOSES. THE CONVERSION SOFTWARE IS NOT A DELIVERABLE NOR PART OF THE SNOWFLAKE SERVICE, AND IT IS EXCLUDED FROM SNOWFLAKE’S SECURITY, SUPPORT, SERVICE LEVEL, COMPLIANCE AND PRIVACY OBLIGATIONS APPLICABLE TO THE SNOWFLAKE SERVICE.
- SNOWFLAKE’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) ARISING FROM OR RELATED TO THE CONVERSION SOFTWARE SHALL NOT EXCEED FIFTY THOUSAND U.S. DOLLARS ($50,000). IN NO EVENT WILL SNOWFLAKE BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE TRANSLATED CODE, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THE CONVERSION SOFTWARE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.