ARCHIVE Snowflake Marketplace Consumer Terms of Service - 2022-06-13

This is an archived version of our Snowflake Marketplace Consumer Terms of Service dated June 13, 2022. View the current version here.

1. IMPORTANT TERMS.
   1. These Terms are entered into by and between Snowflake Inc. and Consumer to govern Consumer’s use of the Marketplace.
   2. Consumer’s use of the Service and any Account(s) is governed by Consumer’s Customer Agreement. For clarity, any claims arising in connection with the Service and/or any Account will be made under the Customer Agreement and not these Terms. These Terms take precedence in the event of a conflict to the extent such conflict relates to Consumer’s use of the Marketplace as a Marketplace Consumer.
   3. The Marketplace is not part of the Service. Use of the Marketplace is dependent on certain features of the Service (e.g., data sharing and replication), and utilizing such features in connection with the Marketplace will subject Consumer to charges for those features as governed by Consumer’s Customer Agreement.
   4. Consumer’s Org Admin is required to accept these Terms and, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Consumer. Without limiting Section 17.10 (Entire Agreement), previously signed agreements covering Consumer’s use of the Marketplace as a Marketplace Consumer do not apply and are superseded by these Terms.
   5. By indicating acceptance of these Terms or transacting on the Marketplace, Consumer is accepting all the terms and conditions of these Terms.
   6. These Terms are enforceable like any written agreement signed by Consumer.
   7. If Consumer purchased the Service through a reseller, Consumer will continue to pay such reseller for the Service. However, Consumer’s use of the Marketplace, including any payments of the Product Cost, will be subject to these Terms.
   8. If Consumer’s billing address is in the Canadian province of Quebec, Section 19 (Regional Terms) sets forth additional terms that apply to Consumer’s use of the Marketplace.
2. DEFINITIONS. The definitions in Section 18 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
3. INTRODUCTION AND APPLICATION. Consumer can use the Marketplace to discover and use Products made available by Marketplace Providers. Consumer can enter into Transactions with Marketplace Providers and otherwise interact with the Marketplace. All Product Agreements entered into by Consumer for Transactions in the Marketplace are between Consumer and the applicable Marketplace Provider. Unless explicitly stated otherwise in these Terms, Snowflake is not acting as an agent in any capacity for Consumer or Marketplace Providers.
4. DISCOVERING AND USING PRODUCTS.
   1. General. The Marketplace provides Consumer with access to Marketplace Provider Materials in accordance with these Terms and any applicable terms and conditions included in, or provided with, the Listing Information or otherwise agreed to by Consumer. Other than when Snowflake is providing its own Products through the Marketplace, the availability of any listing, description, or image of a Product does not imply Snowflake’s endorsement of such Product or affiliation with the Marketplace Provider of such Product.
   2. Use of Products. For each Product, Consumer’s rights related to such Product may require additional acceptance of terms, such as the Product Agreement, by an individual with the authority to do so on behalf of Consumer and may also be subject to a Product Cost, Taxes, use restrictions, license grants, and other terms and conditions related to the Product included in the Product’s Listing Information. Other than when Snowflake is providing its own Products through the Marketplace, Snowflake is not responsible for, and has no ability to grant Consumer any use rights associated with, any Marketplace Provider Materials.
   3. Marketplace Provider Materials. The Marketplace Provider is solely responsible for any Marketplace Provider Materials, and Snowflake bears no responsibility or liability for such Marketplace Provider Materials and makes no representations as to the completeness, accuracy, reliability, validity, availability, or timeliness of the listings, descriptions, or images (including any features, specifications, and prices contained therein). Snowflake is under no obligation to review, accept or deny, monitor, or otherwise control the content of any Marketplace Provider Materials. Consumer acknowledges that the Marketplace Provider, not Snowflake, is responsible for addressing any claims relating to the Marketplace Provider Materials or Consumer’s possession and/or use of the Marketplace Provider Materials, including, but not limited to (a) product liability claims, (b) claims that the Marketplace Provider Materials fail to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
   4. Marketplace Transactions. All Transactions conducted via the Marketplace are between Consumer and the Marketplace Provider and may be governed by a Product Agreement. Snowflake does not guarantee that all attempts to enter into a Transaction will be accepted or approved by any Marketplace Provider. Other than where Snowflake is providing its own Products through the Marketplace as a Marketplace Provider, Snowflake is not a party to such Product Agreement or responsible for the delivery of any Product.
   5. Support. Unless otherwise provided by these Terms, the Marketplace Provider will be solely responsible for all support and maintenance matters relating to its Products and its obligations in the Product Agreement and for addressing any related inquiries or requests, including those related to quality, content, errors, or refunds. Any questions, complaints, or claims with respect to the Product Agreement or Marketplace Provider Materials should be directed to the applicable Marketplace Provider.
5. Removal of Marketplace Provider Materials. Consumer agrees and acknowledges that: (i) Snowflake may remove any Marketplace Provider Materials from the Marketplace at any time for any reason or no reason without liability; and (ii) Marketplace Providers may remove any Marketplace Provider Materials from the Marketplace subject to the Provider Terms of Service, the Marketplace Policies, the Product Agreement, and any other existing obligations between Consumer and Marketplace Provider; provided that any removal of Marketplace Provider Materials will not affect any pending or ongoing Transactions, except when required by law or due to Consumer’s or a Marketplace Provider’s breach of Snowflake terms and policies.
6. FEES AND PAYMENT.
   1. Snowflake Fees. Snowflake does not currently charge for access to the Marketplace itself, but Consumer’s use of any Products from the Service (via Consumer’s Account(s)) will incur fees in accordance with Consumer’s Customer Agreement.
   2. Invoices and Product Cost. If Consumer purchases a Product on the Marketplace, Consumer is solely responsible for the Product Cost, if any, established by the Marketplace Provider for the Product in the associated Listing Information. At the Marketplace Provider’s option (as indicated in the Listing Information), Consumer may be issued an invoice (the “Product Invoice”) for such Product Cost and, subject to Section 7 (Taxes), any Taxes, by (i) the Marketplace Provider directly or (ii) Snowflake on behalf of the Marketplace Provider, in accordance with the Marketplace Documentation (in each case, the “Invoicing Party”). Consumer will pay the Invoicing Party the Product Cost and all amounts set forth on the Product Invoice within the Payment Period specified on such Product Invoice.
   3. Purchase Order. If Consumer issues a purchase order for the Product Invoice and Snowflake is the Invoicing Party, then: (i) any such purchase order submitted by Consumer is for its internal purposes only, and Snowflake rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with these Terms or the applicable Product Invoice and such additional or conflicting terms will have no effect; (ii) the purchase order shall be without limitation to Snowflake’s or the Marketplace Provider’s right to collect the total amount due on the Product Invoice; (iii) the purchase order must be for the total amount due on the Product Invoice; and (iv) on request, Snowflake will reference the purchase order number on the associated Product Invoices (solely for administrative convenience), so long as Consumer provides the purchase order (with the purchase order number) to Snowflake at the time of the Transaction.
   4. Payments. All payments made under these Terms to Snowflake as the Invoicing Party 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 Consumer and a Marketplace Provider, any settlements of such disputes must be agreed upon directly between Consumer and the Marketplace Provider. Consumer represents and warrants that Consumer has the right to use any payment method that Consumer submits in connection with a Transaction. Any amounts due to Snowflake on behalf of Marketplace Providers and not paid when due will accrue late charges at the greater of a rate of 1.5% per month or the highest rate permitted by applicable law. Consumer will reimburse Snowflake for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting overdue amounts payable hereunder.
   5. Third-Party Payment Processor. In cases where Snowflake is the Invoicing Party, Snowflake may, in its sole discretion, use the Payment Processor to process payments under these Terms for the Product Cost (and, subject to Section 7 (Taxes), any Taxes) in accordance with the Product Invoice. Payment Processor carries out the processing and settlement of the Product Cost for these Transactions (“Payment Processing”) and sends the Product Invoice to Consumer as described in the Marketplace Documentation. By agreeing to these Terms and entering a Transaction with a Marketplace Provider, Consumer acknowledges and agrees that Snowflake may enroll Consumer with the Payment Processor in accordance with the Marketplace Documentation and, as part of that enrollment process, Snowflake will provide Consumer’s billing information on file with Snowflake to the Payment Processor. Consumer’s use of the Payment Processing services is subject to a separate agreement between Consumer and Payment Processor (the “Processor Agreement”). Snowflake is not a party to the Processor Agreement and is not responsible for the performance of such Processor Agreement. For the avoidance of doubt, Consumer’s payment of the Product Cost (and, subject to Section 7 (Taxes), any applicable Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to the Marketplace Provider of amounts due by Consumer.
   6. No Set-Off. Consumer will not have any rights to set off, discount, or otherwise reduce or refuse to pay any amounts due under these Terms for any reason.
7. TAXES. All Product Costs are exclusive of Taxes. Consumer is responsible for all Taxes associated with the Transactions, including Consumer’s use of Marketplace Provider’s Product. Marketplace Provider is solely responsible for managing the collection, remittance, and reporting of any Taxes in connection with its Product and the Transactions. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Consumer and issue a compliant tax invoice for those Taxes. Consumer will not deduct or withhold Taxes from any payments to Snowflake, unless required by law, in which case Consumer will pay such additional amounts as are necessary, so the net amount received by Snowflake equals the Product Cost, as if there were no withholding or deduction. The VAT/GST Registration Number provided by Consumer shall be used to confirm the business use of the Marketplace.
8. DATA OWNERSHIP.
   1. Data Collected by Snowflake. Snowflake may collect and use Marketplace Usage Data to develop, improve, support, and operate its products and services.
   2. Information Disclosed to Providers. If Consumer uses or purchases Marketplace Provider Materials, Snowflake collects and may disclose to the Marketplace Provider the Consumer’s contact information as it exists in the user profile, general Account details, and details about the Transaction, including usage metrics (which identify Consumer). Snowflake will collect and disclose such information in accordance with Snowflake’s Privacy Notice at https://www.snowflake.com/en/privacy-policy/ or successor site. Marketplace Providers may use such information in accordance with their respective privacy notices provided to Consumer during the Transaction, including to market other Products listed by the Marketplace Providers on the Marketplace. Consumer may obtain additional information on the Marketplace Provider’s processing of the information and how to contact the Marketplace Provider in their privacy notice.
9. INTELLECTUAL PROPERTY.
   1. Snowflake Rights. Snowflake and its suppliers have and will retain all right, title, and interest (including, without limitation, all patent, copyright, trade secret, or other proprietary rights) in and to the Marketplace, and any modifications, improvements, and derivative works of the foregoing. Subject to Consumer’s compliance with these Terms, Consumer is hereby granted a limited, non-transferable, non-sublicensable, non-exclusive license to access and use the Marketplace.
   2. Marketplace Provider Materials. The Parties acknowledge that, in the event of any third-party claim that the Marketplace Provider Materials or Consumer’s possession and use of the Marketplace Provider Materials infringe that third party’s intellectual property rights, the Marketplace Provider will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
   3. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Consumer or by any Authorized Users of the Marketplace relating to Snowflake’s products or services (“Feedback”).
10. TERM AND TERMINATION.
    1. Term and Termination. The term begins on the Effective Date and will renew automatically on a month-to-month basis until one Party provides the other Party with written notice of such terminating Party’s intent to terminate (“Term”).
    2. Survival. This Section 10 and the following sections will survive any termination of the Terms: Sections 1 (Important Terms); 5 (Removal of Marketplace Provider Materials); 6 (Fees and Payments); 7 (Taxes); 8 (Data Ownership); 9 (Intellectual Property); 11 (Representations and Warranties); 12 (Indemnification); 13 (Warranty; Disclaimer); 14 (Limitations of Liability); 17 (General Terms); and 18 (Defined Terms).
    3. Effect of Termination. Upon termination of these Terms: (i) Snowflake may remove Consumer’s access to Marketplace Provider Materials as set forth in Section 5 (Removal of Marketplace Provider Materials); and (ii) Consumer will, and will ensure its Authorized Users, promptly cease all use of the Marketplace. Snowflake will have no liability to Consumer for any termination or suspension of access to the Marketplace, nor will termination or suspension of such access limit any other rights or remedies Snowflake may have. No termination or suspension will entitle Consumer to any refund nor affect Consumer’s obligation to pay all Product Costs and Taxes that may have become due or otherwise accrued through the date of suspension or termination.
11. REPRESENTATIONS AND WARRANTIES. Consumer hereby represents, warrants, and covenants to Snowflake that it will comply with all applicable laws, rules, and regulations with respect to the Transactions and Marketplace Provider Materials it obtains or uses, including by obtaining all necessary consents, permissions, and licenses with respect to such Marketplace Provider Materials.
12. INDEMNIFICATION
    1. Indemnification by Snowflake. Snowflake will defend Consumer against any claim by a third party alleging that the Marketplace, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify Consumer for any damages, costs, and, if applicable, attorneys’ fees finally awarded against Consumer or agreed in settlement by Snowflake resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is attributable to any materials not provided by Snowflake (including, without limitation, any Marketplace Provider Materials) either alone or in combination with the Marketplace.
    2. Indemnification by Consumer. Consumer will defend Snowflake against any claim by a third party arising from or relating to: (i) its use of Marketplace Provider Materials; or (ii) Consumer’s breach of these Terms; and Consumer will indemnify Snowflake for any damages, costs, and, if applicable, attorneys’ fees awarded against Snowflake or agreed in settlement by Consumer resulting from such claim.
    3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 12, each 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 this Section 12 shall not relieve the Indemnifying Party of its obligations under this Section 12. 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 this Section 12. 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 this Section 12 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.
13. WARRANTY; DISCLAIMER.

    Snowflake warrants that the Marketplace will work in substantial conformity with the Marketplace Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Marketplace is provided to Marketplace Providers and Consumer 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, Snowflake cannot and does not represent or warrant that the Marketplace is free of harmful content or materials.

14. LIMITATIONS OF LIABILITY
    1. Exclusion of Damages. 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 these 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. Other than with respect to either Party’s payment obligations under these Terms, the Parties’ obligations under Section 12 (Indemnification), and claims based on liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct), 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).
15. UPDATES. During the Term, Snowflake may implement Updates to the Marketplace. Any such Updates provided or made available by Snowflake will be deemed a part of the Marketplace and subject to these Terms.
16. MARKETPLACE PREVIEWS. Snowflake may offer Previews and notify Consumer of available Previews, which may be provided through the release notes, and Snowflake will generally identify Previews in the Marketplace Documentation. No information or advice, whether oral or written, obtained from Snowflake or through the Previews will create any warranty. Consumer may use Previews solely for internal evaluation purposes and will not use Previews to process Personal Information, Sensitive Personal Information, or other data that is subject to any compliance or legal requirements. Snowflake may change or discontinue Previews at any time without notice. Snowflake also may choose not to make a Preview generally available. Snowflake may use information about Consumer’s use and evaluation of Previews for Snowflake’s product improvement and development. Non-public information about a Preview is deemed to be the Confidential Information of Snowflake.
17. 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 Snowflake may assign these Terms in its entirety to any Affiliate without restriction. Snowflake will promptly provide notice of any such assignment. Any other attempt to assign these Terms will be null and void.
    2. Subcontracting. Either Party may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that each Party remains responsible for the performance of each such subcontractor or third-party provider.
    3. Snowflake Affiliates. While Snowflake Inc. remains fully liable and responsible for all Snowflake obligations under these Terms, the Parties acknowledge that certain obligations under these Terms may be fulfilled by other Snowflake Affiliates.
    4. Severability; Interpretation. 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 the construction of these Terms.
    5. 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 these Terms, 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 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 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.
    6. Governing Law, Jurisdiction, and Venue. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on 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.
    7. Notice. All notices 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 Consumer, to the email address of the Org Admin as configured in the Service. Notices will be deemed given upon receipt. Either Party may change its email address for notices under these Terms by providing the other Party written notice in accordance with this Section 17.7.
    8. Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on the Snowflake website. For material changes or changes that may have material impact on Consumer, Snowflake will provide reasonable notice to Consumer in accordance with Section 17.7 (Notice). For any changes which may cause Consumer to be in noncompliance with these Terms, Snowflake will provide 30 days written notice prior to the effective date of such changes. Consumer’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 10.1 (Term and Termination). Consumer’s failure to terminate these Terms within ten days after any change will constitute Consumer’s consent to such change.
    9. No Waiver. 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 the waiving Party.
    10. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties in connection with Consumer’s use of the Marketplace as a Marketplace Consumer and supersede and cancel all previous written and oral agreements, understandings and communications relating to the subject matter in these Terms. Each Party represents that, in connection with the Marketplace, it has not relied on any term or representation not contained in these Terms.
    11. Export Control. Consumer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Consumer: (i) represents and warrant that Consumer is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country, or part thereof, that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) will not (and will not permit any third parties to) access or use the Marketplace in violation of any U.S. export embargo, prohibition or restriction; and (iii) will not submit or pass through the Marketplace any information that is controlled under the U.S. International Traffic in Arms Regulations.
    12. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay any applicable Product Cost(s)) if the delay or failure results from any cause beyond such Party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including 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.
    13. 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 unless agreed otherwise. Neither Party’s employees are eligible for any form or type of benefits, including health, life, or disability insurance, offered by the other Party to its employees.
18. DEFINED TERMS.
    1. “Account(s)” means Consumer’s account(s) in the Service, as described in the Customer Agreement.
    2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; and “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    3. “Authorized Users” means employees and contractors of Consumer who are authorized by Consumer to use the Marketplace.
    4. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure.
    5. “Consumer” means the person or entity accepting these Terms.
    6. “Customer Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), entered by and between Consumer and Snowflake Inc. or one of its Affiliates.
    7. “Disclosing Party” has the meaning set forth in Section 17.5 (Confidentiality).
    8. “Effective Date” means the date on which Consumer’s Org Admin accepted these Terms.
    9. “Feedback” has the meaning set forth in Section 9.3 (Feedback).
    10. “Indemnified Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    11. “Indemnifying Party” has the meaning set forth in Section 12.3 (Indemnification Procedures).
    12. “Invoicing Party” means the party that provides a Product Invoice to Consumer in accordance with Section 6.2 (Invoices and Product Cost).
    13. “Listing Information” means information about a Product (but not the Product itself) including title, description, any applicable metadata, the Marketplace Provider’s branding, name, logo, and trademarks, Product Cost, and other information provided by the Marketplace Provider and made available to Consumer through the Marketplace.
    14. “Marketplace” means the ancillary service offered by Snowflake described in the Marketplace Documentation.
    15. “Marketplace Consumer” means Consumer and any other customer or potential customer of a Marketplace Provider that has been authorized to access, use, and, if applicable, purchase such Marketplace Provider’s Products via the Marketplace.
    16. “Marketplace Documentation” means the current technical documentation and usage guides for the Marketplace, made available at https://other-docs.snowflake.com/ (or such successor URL as may be designated by Snowflake).
    17. “Marketplace Policies” means the provider policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
    18. “Marketplace Provider” means an entity (which may include Snowflake customers or Snowflake) who lists and makes available its Products to Marketplace Consumers via the Marketplace.
    19. “Marketplace Provider Materials” means all information, data, content, and other materials, in any form or medium, that are submitted, posted, collected, transmitted, or otherwise provided or made available by or on behalf of a Marketplace Provider or an Authorized User through the Marketplace or to Snowflake in connection with Marketplace Provider and its Authorized Users’ use of the Marketplace, but excluding, for clarity, any information, data, content, or materials owned or controlled by Snowflake and made available by Snowflake through the Marketplace. For greater certainty, Marketplace Provider Materials include Products and Listing Information, including any information about the Product Cost.
    20. “Marketplace Usage Data” means usage data and operations data in connection with Consumer’s use of the Marketplace, including metadata.
    21. “Org Admin” means the individual authorized by Consumer to: (i) maintain the organization administrator system role for the Service and the Marketplace; (ii) manage operations at the organization level; and (iii) accept these Terms on behalf of Consumer.
    22. “Party” means Snowflake Inc. and Consumer individually.
    23. “Parties” means Snowflake Inc. and Consumer collectively.
    24. “Payment Period” means the payment schedule or due date as stated on the Transaction’s Product Invoice.
    25. “Payment Processing” has the meaning set forth in Section 6.5 (Third-Party Payment Processor).
    26. “Payment Processor” means the third-party payment processor, Stripe Inc. Stripe’s terms of service are available at https://stripe.com/us/legal and Stripe’s privacy policy is available at https://stripe.com/us/privacy.
    27. “Personal Information” means (i) any information, including opinions, relating to an identified or identifiable natural person, or that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with such a person or their household; and (ii) any similar terms defined under data protection laws, such as ‘personal data’ or ‘personally identifiable information.’
    28. “Previews” means preview, beta, or other pre-general availability release of integrations and features for the Marketplace that are offered by or on behalf of Snowflake.
    29. “Processor Agreement” has the meaning set forth in Section 6.5 (Third-Party Payment Processor).
    30. “Product” means data, software, or services listed by or on behalf of a Marketplace Provider on the Marketplace.
    31. “Product Agreement” means the terms between Consumer and a Marketplace Provider for a Transaction.
    32. “Product Cost” means the amount (calculated by time and/or usage) specified by a Marketplace Provider for a Transaction pursuant to the applicable Product Agreement, and any applicable terms in the Listing Information.
    33. “Product Invoice” has the meaning set forth in Section 6.2 (Invoices and Product Cost).
    34. “Provider Terms of Service” means the Snowflake Marketplace Provider Terms of Service located at https://www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake).
    35. “Receiving Party” has the meaning set forth in Section 17.5 (Confidentiality).
    36. “Sensitive Personal Information” means (i) Personal Information that is not publicly available and includes or reveals any of the following: Social Security number, driver’s license, state identification card, tax identification number, passport number, military identification number, or other unique identification number issued on a government document commonly used to verify the identity of a specific individual; account log-in, financial account, debit card or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; economic position; consumer reports (as defined under the Fair Credit Reporting Act); precise geolocation; contents of mail, email, and text messages; racial or ethnic origin, political opinions, religious or philosophical beliefs, or citizenship or immigration status; trade union membership; genetic data; biometric data, such as a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry; health or medical data; health insurance information; data concerning a natural person’s sex life or sexual orientation; or Personal Information of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal data’ or ‘sensitive personally identifiable information.’
    37. “Service” means the software-as-a-service offering made generally available by Snowflake as defined in the Customer Agreement, which for clarity, excludes the Marketplace.
    38. “Snowflake” means Snowflake Inc., its Affiliates, and their respective officers, directors, employees, contractors, and agents.
    39. “Taxes” means any 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 of Snowflake.
    40. “Term” has the meaning set forth in Section 10.1 (Term and Termination).
    41. “Terms” means these Snowflake Marketplace Consumer Terms of Service, made available at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake), which may be updated from time to time in accordance with Section 17.8 (Changes to Terms).
    42. “Transaction” means any access to or use of a Product granted by a Marketplace Provider to Consumer.
    43. “Updates” means any additional features, modifications, error corrections, bug fixes, or other updates of or to the Marketplace.
    44. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Consumer is legally registered and the Marketplace is used for business purposes.
19. REGIONAL TERMS.
    1. Choice of Language. The Parties have requested that these Provider Terms of Service and all related documents be drawn up in English only.
       1. Les Parties souhaitent que les présentes Conditions de service du fournisseur et tous les documents connexes soient rédigés en anglais uniquement.