Snowflake Local Country Addendum

Last Updated: November 22, 2024

This Snowflake Local Country Addendum (“Local Country Addendum”) is supplemental to (in order of precedence, as applicable): (i) the fully executed Master SaaS Agreement or similar agreement entered by and between the parties governing the Service; or (ii) the then-current version of the Snowflake Terms of Service located at: www.snowflake.com/legal (the “Agreement”) between Snowflake and Customer. Except as set forth in this Local Country Addendum, the Agreement will remain in full force and effect. Any defined terms used herein but not defined will have the meaning as defined in the Agreement. In the event of conflict between the terms in this Local Country Addendum and the Agreement, the terms in this Local Country Addendum will control with respect to the subject matter herein.

1. Brazil

1.1. The following changes will be made to the Agreement if Customer is executing its Order Form with Snowflake Brazil Ltda and such changes shall only apply in connection with such Order Form:

1.1.1. The existing Taxes Section in the Agreement shall be deleted in its entirety and replaced with the following:

6.2. Taxes. Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Snowflake Offerings by its Users. Snowflake will increase the fees as necessary to include applicable Brazilian Taxes on the invoice to Customer (tax inclusive invoice), unless Customer provides Snowflake with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Snowflake, except as required by Brazilian law and with no impact on the Fees. Upon Snowflake’s request, Customer will provide to Snowflake its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its CNPJ Registration Number(s) on the Order Form to confirm the business use of the purchased services.

1.1.2. The existing definition for “Taxes” in the Agreement shall be deleted in its entirety and replaced with the following:

“Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, ISS, PIS, COFINS, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Snowflake.

1.1.3. The following new definition shall be added to the Definitions Section :

“CNPJ Registration Number” means the tax identification number(s) of the business location(s) in Brazil where Customer is legally registered, and the ordered services are used for business use.

2. Kingdom of Saudi Arabia

2.1. The following changes will be made to the Agreement if Customer is executing an Order Form with a “Ship To” address in Kingdom of Saudi Arabia and such changes shall only apply in connection with such Order Form:

2.1.1. The existing Dispute Resolution Section in the Agreement shall be deleted in its entirety and replaced with the following:

13.3. Dispute Resolution. Any dispute, controversy or claim arising out of or related to this Agreement, or the breach or violation, termination, validity, enforcement or interpretation thereof, shall be submitted to final and binding arbitration administered by the International Chamber of Commerce in accordance with its Rules of Arbitration then in effect, except as modified herein. The result of such arbitration shall be final and binding on the parties. The seat of arbitration shall be New York City, New York, U.S.A. The arbitration shall be conducted in the English language. Unless otherwise agreed by the parties, the arbitration shall be conducted by: (i) one (1) arbitrator if the claim is for less than $1,000,000, or (ii) three (3) arbitrators if the claim is for an amount equal to or greater than $1,000,000; agreed to by the parties within twenty (20) days of receipt by the respondent of the request for arbitration or, if such arbitrator is not timely nominated hereunder, such arbitrator shall, upon the written request of either party, be appointed by the International Chamber of Commerce Court of Arbitration.

Notwithstanding the foregoing, the provisions of this Section shall not prevent either party from: (a) seeking immediate injunctive relief or to enforce an arbitration award in any court of competent jurisdiction or (b) seeking provisional remedies or injunctive relief in any court of competent jurisdiction to address claims of misappropriation or infringement of its intellectual property, trade secrets or Confidential Information. If the dispute resolution or arbitration procedures set forth herein or such dispute resolution or arbitration procedures are deemed unenforceable, then any such dispute shall be subject to the jurisdiction and venue as set forth in Section 13.4 (Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate) below.

2.1.2 The following shall be added to the Agreement as a new Section 15:

15. Insurance. During the Subscription Term, Snowflake shall procure and maintain at its own expense insurance policies with the coverage and limits set forth below:
1. Commercial general liability insurance of not less than one million dollars ($1,000,000 USD) per occurrence for bodily injury and property damage with an annual aggregate of not less than two million dollars ($2,000,000 USD). These limits may be satisfied with a combination of a primary commercial general liability and umbrella.
2. Worker’s compensation insurance affording statutory coverage, as required by the laws of the state where the services are being performed under this Agreement, and Employer’s liability coverage of not less than one million dollars ($1,000,000 USD) per employee, per accident or disease.
3. Automobile liability insurance of not less than one million dollars ($1,000,000 USD) per accident for any vehicle used by Snowflake to provide services to Customer under this Agreement.
4. E&O/Cyber liability insurance of not less than five million dollars ($5,000,000 USD) per claim and in the aggregate.
Such insurance policies will be written with appropriately licensed and financially responsible insurers. Upon Customer’s written request not more than once annually, Snowflake shall supply certificates of insurance to Customer, as evidence of the above coverage. For clarity, where any policy amounts are higher than the agreed upon limitations of liability in Section 12 (Limitation of Remedies and Damages) (or if not applicable, the relevant limitations of liability provision), such amounts will not be construed as expansions on Snowflake’s liability under the Agreement, and where the policy amounts are lower than the agreed upon limitations of liability in Section 12 (Limitation of Remedies and Damages) (or if not applicable, the relevant limitations of liability provision), such amounts will not be construed as limitations on Snowflake’s liability under the Agreement.

2.1.3 The following shall be added to the Agreement as a new Section 15:

16. Service and Business Continuity.

16.1. Multi-Cloud, Multi-Region. Snowflake provides Customer the ability to create Service Accounts in one or more countries and/or one or more Regions within a single country. Customer also has the ability to create Service Accounts with one or more Cloud Providers. In furtherance of supporting Customer’s disaster recovery planning and strategy, Snowflake offers Service functionality to allow Customer to replicate Customer Data to such other Service Accounts, as further described in the Documentation. The Regions and Cloud Providers available for Customer’s Service Accounts are as set forth in the Snowflake Service Consumption Table, available at www.snowflake.com/legal.

16.2. Snowflake’s Disaster Recovery. Notwithstanding the foregoing, Snowflake maintains its own disaster recovery plan („DRP“) for the Service and tests the DRP at least annually.

16.3. Snowflake’s Business Continuity. Snowflake also maintains a business continuity plan („BCP“) and tests the BCP at least annually.

2.1.4 The existing Table 3 (Global Snowflake Support Hours) of the Support Policy referenced as part of the Agreement shall be modified by adding the following as a new row: