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Last Updated: April 30, 2024 | Previous Versions

  1. IMPORTANT TERMS.
    1. These Snowflake Data Clean Rooms Managed Account Terms (“Terms”) are entered into by and between Snowflake and Customer to govern Customer’s use of the CMA Offering. These Terms consist of the terms and conditions set forth below and any additional terms and exhibits expressly incorporated by reference into these Terms.
    2. Use of the CMA Offering is dependent on certain features of the Service, and Customer’s use of such features in connection with the CMA Offering shall subject Customer to charges for those features, as further described herein. Notwithstanding the foregoing, the CMA Offering is not and shall not be considered part of, or in, the Service, and these Terms do not confer any independent rights to access or use the Service.
    3. Use of the CMA Offering is dependent on certain features of the Listing Functionality. Subject to Section 2.4 (Listing Functionality) where applicable, Customer acknowledges and agrees that the Provider and Consumer Terms shall govern Customer’s use of the Listing Functionality, including in connection with Customer’s use of the CMA Offering. For clarity, any claims arising in connection with the Listing Functionality or its features will be governed and made under the Provider and Consumer Terms; and any claims arising in connection with the CMA Offering or its features will be governed and made under these Terms.
    4. By accessing or using the CMA Offering, Customer is accepting all of the terms and conditions of these Terms. These Terms are enforceable like any written agreement signed by Customer and Snowflake.
  2. USE OF THE CMA OFFERING.
    1. Provision of the CMA Offering. Snowflake makes available an offering that permits a party who does not have a Service Agreement to consume Clean Rooms (as the “Clean Room Consumer”) created and provided by Snowflake customers using Snowflake DCRs (each, a “Clean Room Provider”). Such Clean Rooms are made available to Customer using a Service account managed on Customer’s behalf by Snowflake (“Managed Account”), as described in the Documentation and subject to these Terms (such offering, the “CMA Offering”).
    2. Use of CMA Offering. Customer may permit its Contractors and Affiliates to act as Users provided that any use of the CMA Offering by each such Contractor or Affiliate is solely for the benefit of Customer or such Affiliate.
    3. External Offerings. Customer may, in its sole discretion, use External Offerings in connection with its use of the CMA Offering, including for transmitting data between such External Offerings and the CMA Offering. Customer acknowledges and agrees that External Offerings are not part of the CMA Offering or the Service, and Snowflake has no obligations or liability under these Terms with respect to such External Offerings or data transmissions. Customer will acquire and maintain all rights and licenses to the applicable External Offerings as are necessary for Customer’s use thereof in connection with the CMA Offering, including pursuant to any governing terms that the provider of such External Offerings requires in connection with such use. To the extent Customer uses any External Offerings with the CMA Offering, Customer shall use such External Offerings in accordance with (i) the External Offering Terms, located at https://www.snowflake.com/en/legal/optional-offerings/offering-specific-terms/external-offering-terms (or such successor URL as may be designated by Snowflake); (ii) the Documentation; and (iii) all applicable laws and regulations. Further, Customer shall not use External Offerings in a manner that (i) causes Snowflake to be in breach of its obligations under applicable laws and regulations; or (ii) violates the rights or terms of any third party. For clarity, these Terms constitute the “Agreement” as used in the External Offering Terms.
    4. Listing Functionality. Customer acknowledges and agrees that the Provider and Consumer Terms (which are hereby incorporated by reference) shall govern Customer’s use of the Listing Functionality as a Clean Room Consumer in connection with the CMA Offering. For clarity, (i) these Terms constitute the “Customer Agreement” or “Service Agreement” as used in the Provider and Consumer Terms, and (ii) Snowflake shall provide any notices described or required under the Provider and Consumer Terms in accordance with Section 13.4 (Notice) of these Terms.
    5. Compliance with Applicable Laws. Snowflake will provide the CMA Offering as described herein and in accordance with its obligations under laws and government regulations applicable to Snowflake’s provision of such the CMA Offering to its customers generally, without regard to Customer’s particular use of the CMA Offering and subject to Customer’s use of the CMA Offering in accordance with these Terms and the Documentation.
    6. General Restrictions. Customer will not (and will not permit any third party to): (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the CMA Offering to a third party (except as set forth in these Terms) or in a service bureau or outsourcing offering; (ii) use the CMA Offering to provide, or incorporate the CMA Offering into, any substantially similar service for the benefit of a third party; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the CMA Offering, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Snowflake where such notice is permitted); (iv) remove or obscure any proprietary or other notices contained in the CMA Offering; or (v) use the CMA Offering in violation of the Acceptable Use Policy, which is incorporated by reference into these Terms. For clarity, (i) these Terms constitute the “Agreement” as used in the Acceptable Use Policy; and (ii) all references to the “Service” within the Acceptable Use Policy shall mean the CMA Offering.
  3. USE OBLIGATIONS.
    1. In general. Customer’s use of the CMA Offering and all the CMA Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data privacy, localization, or sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content and legality of all CMA Data. Customer warrants that Customer has and will have sufficient rights in the CMA Data to grant the rights to Snowflake under this Agreement and that the processing of CMA Data by Snowflake in accordance with this Agreement will not violate any laws or the rights of any third party. Without limiting the generality of the foregoing, Customer acknowledges and agrees that Customer shall be solely responsible for (i) each User’s compliance with these Terms and all acts and omissions of its Users, such that any act or omission by a User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer; (ii) all information, instructions, and materials provided by or on behalf of Customer or any User in connection with the CMA Offering; (iii) the security and use of Customer’s and its Users’ CMA Offering access credentials; (iv) all access to and use of the CMA Offering directly or indirectly by or through Customer’s Systems or its or its Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; and (v) ensuring that it has entered into all necessary agreements with such other Snowflake customers to the extent that Customer makes data available for analysis and processing by such Snowflake customers using the CMA Offering.
    2. Restricted Data. Customer agrees not to process any Restricted Data in the CMA Offering. Snowflake will have no liability under these Terms for Restricted Data, notwithstanding anything to the contrary in these Terms or in any laws, rules or regulations.
  4. PRIVACY AND SECURITY. The parties will comply with the CMA Offering DPA and the CMA Offering Security Addendum. Customer acknowledges that it has assessed the Documentation and the commitments made by Snowflake within these Terms, and Customer represents that Snowflake’s commitments are sufficient to satisfy any applicable security, privacy, and/or other regulatory obligations that Customer may have in connection with its use of the CMA Offering, including any obligations that result from (i) Customer’s industry or jurisdiction; or (ii) the CMA Data, if and as applicable.
  5. INTELLECTUAL PROPERTY.
    1. CMA Offering Technology. Customer agrees that Snowflake or its suppliers retain all right, title and interest in and to the CMA Offering Technology. Except for the express limited rights set forth in these Terms, no right, title or interest in any of the CMA Offering Technology is granted to Customer. Further, Customer acknowledges that Customer has no right to obtain a copy of the underlying computer code for the CMA Offering. Snowflake may freely use and incorporate into the CMA Offering Technology any suggestions, comments or other feedback about the CMA Offering voluntarily provided by Customer or Users.
    2. Usage Data. Notwithstanding anything to the contrary in these Terms, Snowflake may collect and use Usage Data to develop, improve, support, and operate its products and services. Snowflake may not share any Usage Data that includes Customer’s Confidential Information with a third party except (i) in accordance with Section 6 (Confidentiality) of these Terms; (ii) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified; or (iii) as permitted under the Provider and Consumer Terms.
    3. CMA 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 CMA Data and any modifications made thereto in the course of operation of the CMA Offering. Subject to these Terms, Customer hereby grants to Snowflake and its Authorized Snowflake Affiliates a non-exclusive, worldwide, royalty-free right to process the CMA Data solely to the extent necessary to provide the CMA Offering to Customer, to prevent or address service or technical problems therein, or as may be required by law.
    4. Customer Reference. Snowflake may identify Customer to Clean Room Providers as a CMA Offering user.
  6. CONFIDENTIALITY. Each party (as the “Receiving Party”) (i) will not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms, (ii) will use the same degree of care to protect the Confidential Information of the Disclosing Party that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), and (iii) except as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party to those of Receiving Party’s and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information, including an opportunity for the Disclosing Party to seek appropriate administrative or judicial relief. 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.
  7. FEES AND PAYMENT; TAXES; PAYMENT DISPUTES.
    1. Fees and Payment. Customer’s use of the CMA Offering is dependent on certain features of the Service, which consume resources for distinct functions, as described in the Consumption Table and Documentation. Customer acknowledges and agrees that (i) use of such Service features shall subject Customer to charges based on “On Demand” pricing, as described in the Consumption Table (the “Fees”); and (ii) Customer shall pay Snowflake any such Fees within 30 days of each invoice date. Snowflake will invoice Customer using the billing contact information as configured by Customer in the CMA Offering. Except as expressly set forth in these Terms, all payment obligations are non-cancelable and Fees are non-refundable. Customer acknowledges that the amount billed each month may vary depending on Customer’s use of the CMA Offering. If a payment is not successfully settled (e.g., due to expiration or insufficient funds), Customer remains responsible for any uncollected amounts, authorizes Snowflake to continue billing Customer’s Payment Method, and acknowledges that for certain Payment Methods the Payment Method issuer may charge a foreign transaction fee and/or other charges, for which Customer will be responsible. Snowflake may, in its sole discretion, offer Customer promotional credits or other free use of the Service. Any such credits or free use will be credited against Customer’s monthly Fees. Promotional credits and any other free use of the Service have no cash value, are non-transferable and non-refundable, and expire thirty (30) days after they are issued, unless otherwise indicated by Snowflake. Customer also acknowledges and agrees that Customer’s use of the CMA Offering may be limited or capped by Snowflake in its sole discretion.
    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 CMA Offering by its Users. If Snowflake has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Snowflake will invoice Customer and Customer will pay that amount 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 applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Snowflake receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. 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 VAT/GST Registration Number(s) to confirm the business use of the purchased services.
    3. Payment Disputes. Snowflake will not exercise its rights under Section 8.1 (Term) or Section 8.4(a) (Suspension of the CMA Offering) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under these Terms, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
  8. TERM AND TERMINATION.
    1. Term. The term begins on the Effective Date and will renew automatically on a month-to-month basis until the effective termination date after either party provides the other party with written notice of such party’s intent to terminate, in accordance with Section 13.4 (Notice) (the “Term”).
    2. Effect of Termination. Upon termination of these Terms: (i) Snowflake may limit, suspend, or terminate Customer’s ability to access and use the CMA Offering; and (ii) Customer will, and will ensure its Users, promptly cease all use of the CMA Offering. Snowflake will have no liability for any such limitation, termination, or suspension of access to or use of the CMA Offering, nor will any such limitation, termination, or suspension limit any other rights or remedies Snowflake may have under these Terms, at law, or in equity. Notwithstanding any termination or anything to the contrary in these Terms, Snowflake will charge Customer’s Payment Method for all of its use of the CMA Offering.
    3. Survival. The following sections will survive any expiration or termination of these Terms: 2.6 (General Restrictions), 5 (Intellectual Property), 6 (Confidentiality), 7.1 (Fees and Payment), 7.2 (Taxes), 8 (Term and Termination), 9 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13 (General Terms), and 14 (Definitions).
    4. Suspension of the CMA Offering. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in these Terms, Snowflake reserves the right to suspend provision of the CMA Offering: (a) if any Fees are thirty (30) days or more overdue (and are not otherwise subject to Section 7.3 (Payment Disputes)); (b) if Snowflake deems such suspension necessary as a result of Customer’s breach of Sections 2.6 (General Restrictions) or 3 (Use Obligations); (c) if Snowflake reasonably determines suspension is necessary to avoid material harm to Snowflake or its customers, including if the CMA Offering is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Snowflake’s control; or (d) as required by law or at the request of governmental entities.
  9. WARRANTY DISCLAIMER.

    To the extent permitted by law and except as expressly set forth in these terms, the CMA Offering Technology and Sample Data are provided “as is,” and Snowflake makes no warranties, express or implied, statutory or otherwise, 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 CMA Offering Technology will be uninterrupted or error-free, nor does Snowflake warrant that it will review any data processed in the CMA Offering for accuracy.

  10. INDEMNIFICATION.
    1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the CMA Offering, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the CMA Offering results (or in Snowflake’s opinion is likely to result) in an infringement claim, Snowflake may terminate these Terms. The foregoing indemnification obligations of Snowflake will not apply to the extent the applicable claim is attributable to: (1) the modification of the CMA Offering by any party other than Snowflake or based on Customer’s specifications or requirements; (2) the combination of the CMA Offering with products, processes, or data not provided by Snowflake, including any External Offerings; (3) any use of the CMA Offering in non-conformity with these Terms; (4) any action arising as a result of CMA Data; or (5) any deliverables or components not provided by Snowflake. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
    2. Indemnification by Customer. Customer will defend Snowflake against any claim by a third party arising from or relating to any the CMA Data or any Customer-offered product or service used in connection with the CMA Offering and will indemnify and hold harmless Snowflake from and against any damages and costs awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.
    3. Indemnification Procedures. In the event of a potential indemnity obligation under Section 10, the indemnified party will: (i) promptly notify 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 10 shall not relieve the indemnifying party of its obligations under Section 10. However, the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred before such notice was 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 this section. 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 10 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.
  11. LIMITATIONS OF LIABILITY. Sections 11.1 (Exclusion of Damages) and 11.2 (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:
    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 incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with the Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
    2. Total Liability. Except with respect to Excluded Claims, in no event will either party’s total liability to the other party for all claims in the aggregate (for damages or liability of any type) in connection with the Terms exceed $50,000 (USD).
  12. PREVIEWS. Notwithstanding any terms to the contrary herein, Snowflake may make certain features of the CMA Offering available as a Preview, and any such Preview is subject to the Preview Terms. Customer agrees that the Preview Terms govern Customer’s use of Previews and supersede any other terms that may otherwise conflict with respect to use thereof. For clarity, (i) these Terms constitute the “Agreement” as used in the Preview Terms; and (ii) all references to the “Service” within the Preview Terms shall mean the CMA Offering.
  13. GENERAL TERMS.
    1. Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in their entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and Snowflake may assign these Terms in their entirety to any Authorized Snowflake Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign these Terms except as expressly authorized under this section will be null and void.
    2. Severability; Interpretation; Conflicts. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of these Terms. Except for the Acceptable Use Policy, the CMA Offering DPA, and the CMA Offering Security Addendum, each of which shall govern solely with respect to the subject matter therein, these Terms govern and control in the event of a conflict with any other ancillary documents or provisions applicable to the CMA Offering unless otherwise expressly agreed in writing by the parties.
    3. Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both parties hereby submit to the personal jurisdiction of such courts. While the Snowflake entity contracting with Customer remains fully liable and responsible for all Snowflake obligations under these Terms, the parties acknowledge that certain Snowflake obligations under these Terms may be fulfilled by other Authorized Snowflake Affiliates, including without limitation, Snowflake Inc.
    4. Notice. Any notice or communication required or permitted under the Terms must be in writing (in English) and addressed to the parties via email: (i) for Snowflake, notice must be sent to [email protected]; and (ii) for Customer, to the email address registered in the CMA Offering or if no such email is registered, Customer acknowledges that the means of notification shall be at Snowflake’s reasonable discretion. Where no such email is registered, Customer acknowledges that Snowflake’s ability to timely notify Customer will be negatively impacted. Notices will be deemed to have been received by the addressee upon the day of sending by email. Snowflake may change its email address for notices under the Terms by providing Customer written notice in accordance with this Section 13.4.
    5. Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on https://www.snowflake.com/en/legal. For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 13.4 (Notice). For any changes which may cause Customer to be in noncompliance with these Terms, Snowflake will provide 30 days’ written notice prior to the effective date of such changes in accordance with Section 13.4 (Notice)). Customer’s sole and exclusive remedy if it does not agree to any updates or changes to these Terms will be to terminate these Terms in accordance with Section 8.1 (Term). Customer’s failure to terminate these Terms within ten (10) days after any change will constitute Customer’s consent to such change.
    6. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    7. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Notwithstanding the foregoing, Snowflake may change and update the CMA Offering (in which case Snowflake may update the applicable Documentation accordingly). For clarity, all URL terms expressly referenced herein include any updates made thereto, as posted to https://www.snowflake.com/en/legal or a successor website designated by Snowflake.
    8. Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms, except to the extent expressly stated in these Terms.
    9. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
    10. Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent and neither party’s employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.
    11. Export Control. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the CMA Offering under these Terms. Without limiting the foregoing, Customer represents and warrants that it: (i) is not listed on, or majority-owned by any entity listed on, any U.S. government list of prohibited or restricted parties; (ii) is not located in (or a national of) a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a “state sponsor of terrorism”; (iii) will not (and will not permit any third parties to) access or use the CMA Offering in violation of any U.S. export embargo, prohibition or restriction; and (iv) will not submit to the CMA Offering any information that is controlled under the U.S. International Traffic in Arms Regulations
  14. DEFINITIONS.
    1. “Acceptable Use Policy” means Snowflake’s acceptable use policy, located at https://www.snowflake.com/en/legal.
    2. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.1
    3. “Authorized Snowflake Affiliate” means a Snowflake Affiliate identified as an “Authorized Snowflake Affiliate” under “Snowflake Sub-Processors and Affiliates” at https://www.snowflake.com/en/legal/.
    4. “Clean Room” means an application used for privacy-enhanced data collaboration between two or more parties.
    5. “Clean Room Consumer” has the meaning given to it in Section 2.1 (Provision of the CMA Offering).
    6. “Clean Room Provider” has the meaning given to it in Section 2.1 (Provision of the CMA Offering).
    7. “CMA Data” means any data or data files of any type that are uploaded by Customer for processing in the CMA Offering. For clarity, CMA Data does not include Usage Data, and CMA Data will be deemed Confidential Information of Customer.
    8. “CMA Offering” has the meaning given to it in Section 2.1 (Provision of the CMA Offering).
    9. “CMA Offering DPA” means the Snowflake Data Clean Rooms Managed Account Offering Data Processing Addendum, located at https://www.snowflake.com/en/legal.
    10. “CMA Offering Security Addendum” means the Snowflake Data Clean Rooms Managed Account Offering Security Addendum, located at https://www.snowflake.com/en/legal.
    11. “CMA Offering Technology” means (i) the CMA Offering, the Documentation and any and all related and underlying technology and documentation; and (ii) any derivative works, modifications, or improvements of any of the foregoing; and (iii) all patent, copyright, trademark, trade secret, and other intellectual property rights to any of the foregoing.
    12. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All the CMA Offering Technology and these Terms will be deemed Confidential Information of Snowflake without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third-party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party.
    13. “Consumption Table” means the Snowflake Service Consumption Table located at https://www.snowflake.com/en/legal (or such successor URL as Snowflake may designate).
    14. “Contractor” means Customer’s and its Affiliates’ independent contractors and consultants.
    15. “Customer” means the entity accepting these Terms.
    16. “Data Protection Claims” means any claims arising from: (i) a party’s breach of Section 4 (Privacy and Security) or Section 6 (Confidentiality), where such breach results in the unauthorized disclosure of the CMA Data in the CMA Offering; or (ii) Customer’s breach of Section 3 (Use Obligations).
    17. “Disclosing Party” has the meaning given to it in Section 6 (Confidentiality).
    18. “Documentation” means the technical documentation and usage guides expressly designated by Snowflake as applicable to the CMA Offering at https://docs.snowflake.com (or such successor site as may be designated by Snowflake).
    19. “Effective Date” means the date of Customer’s initial access to the CMA Offering (as defined below) through any online provisioning, registration or order process.
    20. “Excluded Claims” means obligations and claims based on (i) a party’s breach of its obligations in Section 6 (Confidentiality) that is unrelated to obligations and claims relating to CMA Data (if applicable); (iii) either party’s express obligations under Section 10 (Indemnification); and/or (iv) liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct).
    21. “External Offerings” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the CMA Offering, and may be procured or used by Customer. For clarity, External Offerings are subject to separate terms, and Snowflake has no obligations or liability with respect thereto under these Terms.
    22. “Fees” has the meaning given to it in Section 9.1 (Fees and Payment).
    23. “Listing Functionality” has the meaning given to it in the Provider and Consumer Terms.
    24. “Managed Account” has the meaning given to it in Section 2.1 (Provision of the CMA Offering).
    25. “Payment Method” means a current, valid method of payment accepted by Snowflake.
    26. “Personal Data” means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms under data protection laws, including, but not limited to, the definition of “personal information” in the California Consumer Privacy Act of 2018 (as amended from time to time).
    27. “Previews” means products, features, services, software, regions or cloud providers that Snowflake does not yet make generally available, e.g., those that are labeled as “private preview,” “public preview,” “pre-release” or “beta.”
    28. “Preview Terms” means the Snowflake Preview Terms of Service located at https://www.snowflake.com/en/legal.
    29. “Product” has the meaning given to it in the Provider and Consumer Terms.
    30. “Provider and Consumer Terms” means the Snowflake Provider and Consumer Terms located at https://www.snowflake.com/en/legal.
    31. “Receiving Party” has the meaning given to in Section 6 (Confidentiality).
    32. “Restricted Data” means information subject to requirements of PCI-DSS, HIPAA, FedRAMP, State Authorizing Programs, the International Traffic in Arms Regulations (ITAR), the Defense Federal Acquisition Regulation Supplement (DFARS), the Criminal Justice Information Services (CJIS) Security Policy, Internal Revenue Service Publication 1075 (IRS 1075) or other similar heightened standards.
    33. “Sample Data” means any data (including from third-party sources) provided or made available to Customer by Snowflake solely for Customer’s internal testing, evaluation, and other non-production use of the CMA Offering, which Snowflake may delete or require Customer to cease using at any time upon advance notice.
    34. “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake and described at https://docs.snowflake.com, which for clarity, excludes the CMA Offering.
    35. “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such separate written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/en/legal/, between Customer and Snowflake (or one of its Affiliates).
    36. “Snowflake” means Snowflake Inc. or an Authorized Snowflake Affiliate, as applicable. For clarity, unless otherwise specified in these Terms, the Snowflake entity contracting with Customer hereunder is as set forth under “Contracting Entities” at https://www.snowflake.com/en/legal/.
    37. “Snowflake DCRs” means the Service offering made available by Snowflake that permits Snowflake customers to create, manage, and share Clean Rooms with other parties, as more fully described in the Documentation.
    38. “Systems” means Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly or through the use of third-party platforms or service providers.
    39. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, 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.
    40. “Term” has the meaning given to it in Section 8.1 (Term).
    41. “Terms” has the meaning given to it in Section 1.1 (Important Terms).
    42. “Usage Data” means usage and operations data in connection with the Customer’s use of the CMA Offering, including without limitation data used to identify the source and destination of a communication, query logs, and metadata (e.g., object definitions and properties).
    43. “User” means the persons designated and granted access to the CMA Offering by or on behalf of Customer, including, as applicable, any of its and its Affiliates’ Contractors.
    44. “VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Customer is legally registered and the ordered services are used for business use.

1As used in the CMA Offering DPA in connection with the definition of “Snowflake Group,” the term “Affiliates” shall be understood to mean “Authorized Snowflake Affiliates.”

Previous Versions

2024

March 25, 2024 – Snowflake Data Clean Room Terms

March 6, 2024 – Snowflake Samooha Offering Terms

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