Snowflake Provider and Consumer Terms

Last Updated: May 31, 2024 | Previous Versions. If you previously accepted either the Provider Terms of Service or Consumer Terms of Service, they can be found here: Provider Terms of Service | Consumer Terms of Service

1. INTRODUCTION.
   1. These Terms are entered into by and between Snowflake Inc. (“Snowflake”) and Customer to govern Customer’s use of the Listing Functionality as a Listing Provider and/or a Listing Consumer (as applicable). Where Customer is a U.S. Governmental Entity, these Terms are modified by the terms and conditions set forth in the U.S. Government Amendment available at https://www.snowflake.com/legal (or such successor URL as may be designated by Snowflake) (“U.S. Government Amendment”). Where there is any inconsistency or conflict between these Terms and the U.S. Government Amendment, the terms and conditions of the U.S. Government Amendment shall prevail with respect to a U.S. Governmental Entity’s use of the Listing Functionality.
   2. Customer’s use of the Service and any Account(s) is governed by Customer’s Service Agreement. For clarity, any claims arising in connection with the Service and/or any Account will be made under the Service Agreement and not these Terms.
   3. Use of the Listing Functionality is dependent on features of the Service (e.g., data sharing and replication), and utilizing such features in connection with the Listing Functionality will subject Customer to charges for those features as set forth in Customer’s Service Agreement. Notwithstanding the foregoing, the Listing Functionality is not part of the Service.
   4. Customer acknowledges and agrees that Customer may use the Listing Functionality to issue instructions to the Service to process Customer Data. Terms applicable to Customer Data in Customer’s Service Agreement remain in effect when Customer is using the Listing Functionality.
   5. To the extent Customer’s Service Agreement does not include these Terms, Customer’s Org Admin is required to accept these Terms within Snowsight (the Web interface of the Service) and, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Customer. Without limiting Section 14.10 (Entire Agreement), as of the Effective Date, prior agreements covering Customer’s use of the Listing Functionality are hereby terminated and superseded by these Terms.
   6. These Terms are enforceable like any written agreement signed by Customer and Snowflake.
   7. If Customer purchased the Service through a reseller, Customer will continue to pay such reseller for the Service. However, Customer’s use of the Listing Functionality, including any payments related to the Monetization Offering or the Product Cost (as applicable), will be subject to these Terms.
   8. If Customer’s billing address is not in the United States, additional, jurisdiction-specific, terms may apply to Customer’s use of the Listing Functionality. The Snowflake Listing Functionality Regional Terms available at https://www.snowflake.com/legal (or such successor URL as may be designated by Snowflake) (“Regional Terms”) sets forth additional terms that apply to Customer’s use of the Listing Functionality in certain jurisdictions outside the United States, which are incorporated herein by reference. To the extent Customer’s billing address is in a jurisdiction listed in the Regional Terms, the relevant regional terms therein apply to Customer’s use of the Listing Functionality in addition to these Terms.
2. DEFINITIONS. The definitions in Section 15 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these Terms are also defined terms.
3. APPLICATION OF TERMS.
   1. Customer can use the Listing Functionality: (a) as a Listing Provider, to offer its Listing Provider Materials to one or more Listing Consumers, publicly or privately; and/or (b) as a Listing Consumer, to access, use, and, if applicable, purchase Products made available by Listing Providers, publicly or privately.
   2. All Listing Terms entered into by Customer for Transactions are between Customer and the relevant Listing Provider or Listing Consumer (as applicable). Except as stated otherwise in Section 2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), Snowflake is not acting as an agent in any capacity for any Listing Provider.
4. USE OF LISTING FUNCTIONALITY AS A LISTING CONSUMER. If Customer is using the Listing Functionality as a Listing Consumer, the following provisions will apply:
   1. General. The Listing Functionality provides Customer with the abilities to access, use, and, if applicable, purchase, Listing Provider Materials as a Listing Consumer in accordance with these Terms, the Supplemental Documentation, and any applicable terms and conditions included in, or provided with, the Listing Information or otherwise agreed to by Customer. Subject to Section 5.1 (Snowflake Products), the availability of any listing, description, or image of a Product does not imply Snowflake’s endorsement of such Product or affiliation with the Listing Provider of such Product.
   2. Compliance with Policies. Customer will comply with the Provider and Consumer Policies, as applicable.
   3. Use of Products. For each Product, Customer’s rights related to such Product may be subject to additional terms, such as an applicable Listing Terms, duly accepted and agreed to by an individual with the authority to do so on behalf of Customer, and may also be subject to Product Costs, Taxes, use restrictions, license grants, and other terms and conditions related to such Product as indicated in the Product’s Listing Information. Subject to Section 5.1 (Snowflake Products), Snowflake is not responsible for, and has no ability to grant Customer any use rights associated with, any Listing Provider Materials.
   4. Responsibility for Listing Provider Materials. The Listing Provider is solely responsible and liable for its Listing Provider Materials, and, subject to Section 5.1 (Snowflake Products), Snowflake bears no responsibility or liability for such Listing 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). Subject to Section 5.1 (Snowflake Products), Snowflake is under no obligation to review, accept or deny, monitor, or otherwise control the content of any Listing Provider Materials. Customer acknowledges that, subject to Section 5.1 (Snowflake Products), the Listing Provider, not Snowflake, is responsible for addressing any claims relating to the Listing Provider Materials or Customer’s possession and/or use of the Listing Provider Materials, including any (i) intellectual property or product liability claims, (ii) claims that the Listing Provider Materials infringe or otherwise violate third-party rights or fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, and (iv) obligations required under applicable data protection laws.
   5. SOC2 Audit Reports for Products. To the extent that a Listing Provider provides Snowflake with a SOC 2 Audit Report for its Product(s) in connection with engaging Security Assessor and the independent auditor, pursuant to Section 7.11 (Application Audits) of these Terms, or otherwise, Customer acknowledges and agrees that Snowflake has no liability with respect to any acts or omissions on the part of the Security Assessor or the independent auditor or the accuracy or content of any SOC 2 Audit Report provided to Snowflake by a Listing Provider.
   6. Transactions. All Transactions conducted using the Listing Functionality are between a Listing Consumer and a Listing Provider and will be governed by Listing Terms. Snowflake does not guarantee to any Listing Consumer that attempts to enter into a Transaction will be accepted or approved by any Listing Provider. Subject to Section 5.1 (Snowflake Products), Snowflake is not a party to such Listing Terms or responsible for the delivery of any Product.
   7. Support. Unless otherwise provided by these Terms, the Listing Provider will be solely responsible for addressing support and maintenance matters relating to its Listing Provider Materials and Listing Terms and inquiries or requests from Listing Consumers regarding its Listing Provider Materials and Listing Terms, including those related to quality, content, errors, or refunds. Any inquiries, requests, complaints, or claims with respect to the Listing Terms or Listing Provider Materials should be directed to the applicable Listing Provider.
   8. Access to Listing Provider Materials. Customer acknowledges and agrees that: (i) Snowflake may at any time limit, suspend, or terminate Customer’s and any Listing Provider’s abilities to access or use the Listing Functionality, subject to Section 9 (Term and Termination), including, subject to Section 5.1 (Snowflake Products), the abilities to access, use, purchase, and share, as applicable, Listing Provider Materials using the Listing Functionality; and (ii) Listing Providers may at any time stop using the Listing Functionality to share their Listing Provider Materials, subject to the terms applicable to the Listing Provider in these Terms, the Provider and Consumer Policies, the applicable Listing Terms, and any other existing obligations between Customer and the Listing Provider; in each case without liability to Snowflake (subject to Section 5.1 (Snowflake Products)).
   9. Compliance with Applicable Law. Customer represents and warrants that it will comply with all applicable laws and regulations in connection with using the Listing Functionality as a Listing Consumer, including in connection with all Transactions and Listing Provider Materials it obtains or uses, and by obtaining all necessary consents, permissions, and licenses with respect to its access, use, and, if applicable, purchase of such Listing Provider Materials. For clarity, to the extent that the Listing Provider Materials include or use artificial intelligence or machine learning services or technology (“AI Technology”), and without limitation to any different allocation of risk as may be directly agreed upon between the relevant Listing Provider and Customer, Customer acknowledges and agrees that (i) Customer is responsible for all acts, omissions, results, decisions, and consequences arising from Customer’s use of the AI Technology, including compliance with any applicable obligations or restrictions arising from data protection laws and agreements, intellectual property laws, and laws and regulations governing the use of AI Technology; and (ii) the AI Technology is not designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments, use that could result in harm to persons or property, or use that could violate individual rights.
5. SNOWFLAKE AS LISTING PROVIDER.
   1. Snowflake Products. Snowflake may provide or sell its own Product(s) using the Listing Functionality as a Listing Provider. In the event of a conflict between these Terms and any Listing Terms applicable to Snowflake’s Products, the Listing Terms will take precedence over these Terms.
   2. Snowflake Product Configurations. Without limitation to any applicable Listing Terms, to the extent that Customer accesses or uses any Snowflake Product(s), Customer is solely responsible and liable for (i) any Customer Configurations, including with respect to their accuracy, content, and legality; and (ii) evaluating and ensuring that any Customer Configurations or Default Configurations that Customer selects or uses meet Customer’s specific requirements, legal or otherwise.
   3. External Offerings. Customer may, in its sole discretion, use External Offerings in connection with its use of Snowflake Products, including for transmitting data between such External Offerings and Snowflake Products. Customer acknowledges and agrees that External Offerings are not part of any Snowflake Product(s) 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 Snowflake Products, 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 Snowflake Products, Customer shall use such External Offerings in accordance with (a) the External Offering Terms, located at https://www.snowflake.com/legal/external-offering-terms/ (or such successor URL as may be designated by Snowflake); (b) the Supplemental Documentation; and (c) 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 the avoidance of doubt, to the extent that Customer utilizes Snowflake Products to transfer data for which Snowflake is processor under the Listing Terms out of the Service to any External Offerings, Customer understands and agrees that such transferred data is no longer data processed by or on behalf of Snowflake.
6. FEES AND PAYMENTS APPLICABLE TO LISTING CONSUMERS. If Customer is using the Listing Functionality as a Listing Consumer, the following provisions will apply:
   1. Snowflake Fees. Snowflake does not currently charge for access to or use of the Listing Functionality, but Customer’s use of the Service, including querying or making other use of any Products in Customer’s Account(s), will incur fees in accordance with Customer’s Service Agreement.
   2. Invoices and Product Cost. If Customer purchases a Product using the Listing Functionality, Customer is solely responsible for the Product Cost, if any, established by the Listing Provider for the Product in the associated Listing Information. At the Listing Provider’s option (as indicated in the Listing Information), Customer may be issued a Product Invoice for such Product Cost (and, subject to Section 6.8 (Taxes), any Taxes) by (i) the Listing Provider, directly, or (ii) Snowflake, on behalf of the Listing Provider, in accordance with the Supplemental Documentation (in either case, the “Invoicing Party”). Customer 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 Customer issues a purchase order for the Product Invoice and Snowflake is the Invoicing Party, then: (i) any such purchase order submitted by Customer 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 Listing 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 Customer 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 Customer and a Listing Provider, any settlements of such disputes must be agreed upon directly between Customer and the Listing Provider. Customer represents and warrants that Customer has the right to use any payment method that Customer submits in connection with a Transaction. Any amounts due to Snowflake on behalf of Listing Providers and not paid when due will accrue late charges at the lesser of a rate of 1.5% per month or the highest rate permitted by applicable law. Customer will reimburse Snowflake for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting from Customer overdue amounts payable hereunder.
   5. Marketplace Capacity Drawdown Program. In cases where Customer has elected to participate in the MCD Program for the purchase of any Products, Customer’s use of the MCD Program shall be subject to the Snowflake Marketplace Capacity Drawdown Program Terms, located at https://www.snowflake.com/legal (or such successor URL as may be designated by Snowflake) (the “MCD Terms”), which are incorporated herein by reference.
   6. 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 6.8 (Taxes), any Taxes) in accordance with the Product Invoice. Payment Processor carries out the Payment Processing for these Transactions and sends the Product Invoice to Customer as described in the Supplemental Documentation. By agreeing to these Terms and entering a Transaction with a Listing Provider, Customer acknowledges and agrees that Snowflake may enroll Customer with the Payment Processor in accordance with the Supplemental Documentation and, as part of that enrollment process, Snowflake will provide Customer’s billing information on file with Snowflake to the Payment Processor. Customer’s use of the Payment Processing services is subject to the Processor Agreement. Snowflake is not a party to the Processor Agreement and is not responsible for the performance of or under such Processor Agreement. For the avoidance of doubt, Customer’s payment of the Product Cost (and, subject to Section 6.8 (Taxes), any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment of such amount by Customer to the Listing Provider.
   7. No Set-Off. Customer 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.
   8. Taxes. Product Costs do not include Taxes. Customer is responsible for paying all Taxes associated with the Transactions, including Customer’s access, use, and purchase of any Listing Provider’s Product. For any Transactions, the applicable Listing Provider is solely responsible for managing the collection, remittance, and reporting of any Taxes in connection with its Product and the associated Transactions. If Snowflake has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 6.8, 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. The VAT/GST Registration Number provided by Customer shall be used to confirm the business use of the Listing Functionality.
7. USE OF LISTING FUNCTIONALITY AS A LISTING PROVIDER. If Customer is using the Listing Functionality as a Listing Provider, the following provisions will apply:
   1. General. The Listing Functionality provides Customer with the abilities to provide and sell Listing Provider Materials as a Listing Provider in accordance with these Terms, the Supplemental Documentation, the applicable Provider and Consumer Policies, and any applicable terms and conditions included in, or provided with, the Listing Information or otherwise agreed to by Customer.
   2. Compliance with Policies. Customer will comply with the Provider and Consumer Policies, as applicable.
   3. Listing Provider Materials. Customer is solely responsible for its Listing Provider Materials (including the accuracy, content, and legality of such Listing Provider Materials), and Snowflake bears no responsibility or liability for such Listing Provider Materials. Customer represents and warrants that it has all necessary rights and permissions to provide and, if applicable, license and sell the Listing Provider Materials to Snowflake and Listing Consumers as contemplated in these Terms.
   4. Publishing Listing Information. Customer must submit to Snowflake the Listing Information when offering a Product to Listing Consumers. Customer is responsible for confirming that the Listing Information accurately describes its Product and that both comply with these Terms and the applicable Provider and Consumer Policies.
   5. Review. Snowflake may, in its sole discretion, review Customer’s Listing Information and Product(s) from time to time, for quality, abuse, and/or security issues in connection with the provision of the Listing Functionality (each such review, a “Snowflake Review”). Snowflake shall have no responsibility or liability for rejection of any Listing Information or Product, or its failure to identify any deficiencies or problems of any type with either the Listing Information or Product, including, issues related to compliance with applicable terms or law. Snowflake may identify Customer’s Product(s) that are shared publicly via the Marketplace as having been successfully reviewed for certain abuse and security-related issues. Customer may not advertise or rely on any Snowflake Review as part of its own compliance or marketing activities. For the avoidance of doubt, Snowflake’s access and use of any Product(s) for purposes of a Snowflake Review shall be governed solely by these Terms, and not any Listing Terms or other terms.
   6. Support. Customer acknowledges and agrees that: (i) Customer is solely responsible for addressing support and maintenance matters relating to its Listing Provider Materials and Listing Terms and inquiries or requests from Listing Consumers regarding the Listing Terms and Listing Provider Materials, including any inquiries or requests related to quality, content, errors, or refunds; (ii) Snowflake will refer all such matters to Customer; (iii) Customer will handle such matters regarding the Listing Provider Materials and the Listing Terms, including as may arise in connection with any use of a Product; in each case, unless such matters are solely caused by breach of the Terms by Snowflake; and (iv) Customer will provide and maintain its contact information in the Listing Information and will be reasonably available to Listing Consumers for all such inquiries and requests on a regular basis.
   7. Compliance with Applicable Law. Customer represents and warrants that it will comply with all applicable laws and regulations in connection with using the Listing Functionality as a Listing Provider, including in connection with all Transactions and Listing Provider Materials. For clarity and without limiting the foregoing, to the extent that Customer’s Listing Provider Materials include AI Technology, Customer acknowledges and agrees that (i) Customer is responsible for compliance with any applicable legal or regulatory obligations arising from data protection laws and agreements, intellectual property laws, and laws or regulations governing the use of AI Technology; and (ii) Customer will not indicate that such AI Technology is designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments use that could result in harm to persons or property, or use that could violate individual rights.
   8. Listing Terms. Prior to executing any Transaction with a Listing Consumer, Customer shall enter into Listing Terms with the relevant Listing Consumer. The Listing Terms that Customer enters into with each Listing Consumer will be between Customer (as Listing Provider) and the applicable Listing Consumer only. Under no circumstances shall Snowflake be a party to any such Listing Terms unless Snowflake is the Listing Consumer. Customer acknowledges and agrees that it, and not Snowflake, will be responsible for performing the obligations of any Listing Terms with Listing Consumers, and Snowflake disclaims all responsibility and liability arising from or related to any Listing Terms, unless Snowflake is the Listing Consumer. The Listing Terms must include, at a minimum, terms providing that: (i) the agreement is solely between Customer and the Listing Consumer, and not Snowflake (except where Snowflake is the Listing Consumer); and (ii) Customer is solely responsible and liable for the Listing Provider Materials and obligations under the Listing Terms, including any maintenance and support services.
   9. Listing Consumer Use. Customer acknowledges that Snowflake has no control over or responsibility for how Listing Consumers use Listing Provider Materials. Snowflake is under no obligation to monitor or otherwise limit Listing Consumers’ use of any Listing Provider Materials, including use of any database functions in a Product or use of any information from a Product. Customer’s recourse for any actual or apparent misuse of Listing Provider Materials by a Listing Consumer shall be solely recoverable against the applicable Listing Consumer.
   10. Third-Party Notices. If applicable, Customer will promptly handle any takedown requests, and other notices of alleged infringement or illegality, or violation of third-party rights relating to the Listing Provider Materials, as necessary to comply with applicable law, and will promptly notify Snowflake of any such requests or notices.
   11. Application Audits. Customer, in its sole discretion, may engage Security Assessor to help facilitate Customer obtaining a SOC 2 Audit Report for its Product(s) from an independent auditor. Customer acknowledges and agrees that (i) Security Assessor’s and the independent auditor’s services are not part of the Listing Functionality and are subject to a separate agreement between Customer and Security Assessor; (ii) Snowflake has no liability with respect to any of Security Assessor’s or independent auditor’s services or the accuracy or content of any SOC2 Audit Report provided to Snowflake by Customer; (iii) Customer is solely responsible for ensuring that any SOC 2 Audit Report provided to Snowflake is valid and applies to the Product(s) identified by Customer; and (iv) Customer is solely responsible for paying any fees and taxes associated with Security Auditor’s and the independent auditor’s services. To the extent that Customer provides Snowflake with a SOC 2 Audit Report for Customer’s Product(s) in connection with engaging Security Assessor and the independent auditor, Snowflake may identify Customer’s Product(s) publicly as having received a SOC 2 Audit Report on Listing Provider’s behalf. Customer will provide Snowflake with 30 day’s prior written notice in the event that Customer intends to implement modifications to its Product(s) that could adversely affect the independent auditor’s opinion reached in the SOC 2 Audit Report previously provided to Snowflake. Snowflake may cease identifying Customer’s Product(s) publicly as having received a SOC 2 Audit Report upon receipt of such notice.
   12. Breach Notifications. If Customer notifies Listing Consumer(s) or data subject(s) of a security incident or breach related to its Listing Provider Materials, it will also promptly and without undue delay notify Snowflake at [email protected].
   13. Export Control. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer acknowledges that the Listing Functionality is available in countries around the world (excluding countries, or parts thereof, that are subject to a complete U.S. government embargo) and that Customer has all rights needed for Customer and Snowflake to make Customer’s Listing Information and Products available using the Listing Functionality for use by Listing Consumers in such countries. Without limiting the foregoing, Customer: (i) represents and warrants that it 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 Listing Functionality in violation of any U.S. export embargo, prohibition, or restriction; and (iii) will not submit or pass through the Listing Functionality any information that is controlled under the U.S. International Traffic in Arms Regulations.
   14. Monetization Offering. Customer is able to use a Customer-controlled offering that allows for the invoicing and collection of payments with respect to Products, as described in the Supplemental Documentation (such offering and any derivative works, modifications, updates, or improvements thereto, the “Monetization Offering”). If Customer is using the Monetization Offering, the terms attached in Exhibit A (Monetization Offering Terms) of these Terms apply.
   15. Personal Data Provided by Snowflake. For any Personal Data that is provided to Customer by or on behalf of Snowflake, or otherwise collected by Customer from Snowflake or from the Listing Functionality, Customer agrees that it, and all third parties and Affiliates (as applicable) who are provided or otherwise process the Personal Data, shall: (i) not Sell, Combine, or Share the Personal Data, (ii) not use the Personal Data in a manner that could cause any exchange of the Personal Data to qualify as a Sale or Share of such Personal Data, (iii) only use the Personal Data for Transactions and, if Customer has obtained all required consents, marketing communications limited to Products, in each case, in accordance with Customer’s public-facing privacy notice and applicable law, (iv) keep the Personal Data secure, using industry-standard or better measures, and (v) cooperate with Snowflake in the satisfaction of any related data subject requests. Further transfers of the Personal Data by Customer (if any) must comply with all applicable laws and regulations governing such transfer, including any required data subject notice and/or consent. Customer shall provide Snowflake a link to Customer’s public-facing privacy notice when requested and such link may be included on any Snowflake site where Personal Data of a Listing Consumer is collected by or on behalf of Customer in connection with a Transaction. Customer shall use commercially reasonable efforts to ensure such link remains up-to-date and operational.
   16. Personal Data Provided by Listing Provider. Customer shall not disclose any Personal Data in any Listing Information. Customer shall not disclose or reveal Sensitive Personal Data to Listing Consumers in any Listing Provider Materials offered to Listing Consumers publicly via the Marketplace. If any Personal Data is included within the Listing Provider Materials, Customer represents and warrants that it complies with all applicable laws, including that Customer (i) collects, discloses, transfers, and maintains the Personal Data in accordance with such laws (e.g., obtaining any required consents), (ii) enters into any legally required terms with Listing Consumers prior to a Transaction, and (iii) satisfies any applicable data subject request or notification required by applicable law.
8. LICENSES AND OWNERSHIP; FEEDBACK.
   1. Snowflake Rights. The Parties acknowledge and agree that the Listing Functionality, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein (other than Listing Provider Materials), is owned by Snowflake or Snowflake’s licensors and is protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Listing Functionality are reserved by Snowflake or Snowflake’s licensors, as applicable. Subject to Customer’s compliance with these Terms, Customer is hereby granted a limited, non-transferable, non-sublicensable, non-exclusive license for the Term to access and use the Listing Functionality.
   2. Listing Information and Listing Provider Materials. If Customer is using the Listing Functionality as a Listing Provider, the following provisions apply:
      1. Listing Information. Subject to these Terms and solely in connection with Snowflake operating, improving, and marketing the Listing Functionality, Customer hereby grants to Snowflake and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable (except as otherwise set forth in Section 14.1 (Assignment)), revocable (provided these Terms shall be terminated immediately upon revocation pursuant to Section 9 (Term and Termination)) license to use, reproduce, distribute, display, and translate the Listing Information via the Marketplace, the Service, and Snowflake’s website and marketing materials, including for the purpose of identifying Customer, and any third parties on whose behalf Customer makes a Product available, as a Listing Provider. Notwithstanding the foregoing, Snowflake will (i) only use, reproduce, distribute, display, and translate Listing Information that Customer has submitted for private sharing with the select Listing Consumers identified by Customer, and (ii) not identify Customer publicly as a Listing Provider if Customer’s use of the Listing Functionality is limited to private sharing with select Listing Consumers. Snowflake may make reasonable, minor changes to the Listing Information, such as resizing or reformatting the Listing Information. As between the parties, Customer owns and reserves all right, title, and interest in and to the Listing Information. For the avoidance of doubt, to the extent that Customer provides Snowflake with any videos, video links, or video URLs (“Video Content”) as part of the Listing Information, the license grant in this Section 8.2.1 will extend to embedding such Video Content in connection with operating, improving, and marketing the Listing Functionality.
      2. Listing Provider Materials. Customer hereby authorizes Snowflake to process, display, and make available the Listing Provider Materials only to the extent necessary to perform its obligations, including to address service or technical problems, under these Terms and to exercise its rights under Section 8 (Licenses and Ownership; Feedback) and Section 2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms). The Parties acknowledge that, in the event of any third-party claims that the Listing Provider Materials or a Listing Consumer’s possession and use of the Listing Provider Materials infringe such third party’s intellectual property rights, the applicable Listing Provider will be solely responsible for the investigation, defense, settlement, and complete resolution of any such claim.
   3. Content Moderation. If Customer is using the Listing Functionality as a Listing Provider, Snowflake may at any time (i) modify, obfuscate, or remove any of Customer’s Listing Information and/or (ii) limit, suspend, or terminate Customer’s access to or use of the Listing Functionality, in either case if Snowflake determines that Customer’s Listing Provider Materials: (a) do not comply with these Terms and/or applicable Provider and Consumer Policies; (b) have created any legal, regulatory, security, or reputational risks for Snowflake or its customers; or (c) are otherwise unlawful. Notwithstanding the foregoing, Snowflake (i) has no duty or obligation to review, accept or deny, monitor, or otherwise control any Listing Provider Materials or use thereof; and (ii) is under no obligation to monitor Customer’s compliance with these Terms and, the Provider and Consumer Policies. This Section 8.3 does not create any private right of action on the part of any third party or any expectation that Listing Provider Materials shared using the Listing Functionality will not contain any content that is prohibited by these Terms or the Provider and Consumer Policies.
   4. Information Disclosed to Listing Providers. If Customer is using the Listing Functionality as a Listing Consumer and accesses, uses, or purchases Listing Provider Materials, Snowflake collects and may disclose to the relevant Listing Provider Customer’s contact information as it exists in the user profile, general account details, status as a Snowflake trial customer (whether free or otherwise), and details about the Transaction, including Listing Usage Data (which identify Customer). Snowflake will collect and disclose such information in accordance with Snowflake’s Privacy Notice at https://www.snowflake.com/privacy-policy/ or successor site. Listing Providers may use such information in accordance with their respective privacy notices provided to Customer during the Transaction, including to market other Products offered by such Listing Providers using the Listing Functionality. Customer may obtain additional information regarding the Listing Provider’s processing of such information, and how to contact the Listing Provider, from the Listing Provider’s privacy notice.
   5. Feedback. At its option, Snowflake may freely use and incorporate into its products and services any suggestions, comments, or other feedback voluntarily provided by Customer or by any Authorized Users relating to Snowflake’s products or services.
   6. 8.6. Listing Usage Data. Customer acknowledges and agrees that Snowflake may collect and use Listing Usage Data to develop, improve, support, and operate its products and services.
9. TERM AND TERMINATION.
   1. Term. These Terms are effective as of the Effective Date and will continue until (i) either Party provides the other Party with at least 30 days’ written notice of termination prior to the desired termination date; or (ii) these Terms are terminated in accordance with Section 9.2 (Termination by Customer) or Section 9.3 (Termination by Snowflake); whichever is earlier (the “Term”). Notwithstanding the foregoing, if Customer is acting as a Listing Provider, Customer will allow Listing Consumers who are accessing or using its Product(s) to continue to access and use the Product(s) in accordance with the “listing retirement” requirements described in the Supplemental Documentation. The last day of any time period indicated under such applicable listing retirement requirements for Listing Consumer’s access and use of such Products will be the “Effective Termination Date.” For the avoidance of doubt, these Terms will continue in full force and effect until the Effective Termination Date.
   2. Termination by Customer. (a) With respect to Customer’s use of the Listing Functionality as a Listing Provider: subject to these Terms, the applicable Provider and Consumer Policies, and any existing obligations between Customer and any Listing Consumer (including any refund requirements), Customer may terminate these Terms by ceasing to use the Listing Functionality to share its Listing Provider Materials, including any associated Product. (b) With respect to Customer’s use of the Listing Functionality as a Listing Consumer: subject to these Terms and any existing obligations between Customer and any Listing Provider, Customer may terminate these Terms by ceasing to use the Listing Functionality to access, use, and, if applicable, purchase any Listing Provider Materials, including any associated Product.
   3. Termination by Snowflake. Snowflake reserves the right, without incurring any associated liability, to terminate these Terms at any time, if Snowflake determines or reasonably suspects that: (i) Customer is violating any applicable laws, policies, or agreements (including these Terms, any applicable Listing Terms, and the Provider and Consumer Policies); (ii) Customer is abusing Snowflake’s services; or (iii) Customer has created any legal, regulatory, security, or reputational risks for Snowflake.
   4. Cure. Prior to exercising its rights under Section 9.3 (Termination by Snowflake), Snowflake will make commercially reasonable efforts to provide Customer an opportunity to cure any such prohibited conduct, unless, in Snowflake’s opinion: (i) providing such a cure opportunity would be contrary to applicable law; (ii) the provision of such an opportunity, or failing to timely limit, suspend, or terminate Customer’s access to or use of the Listing Functionality, would harm Snowflake, its customers, or any other third party; or (iii) the prohibited conduct is not reasonably capable of cure.
   5. Effect of Termination. Upon termination of these Terms: (a) with respect to Customer’s use of the Listing Functionality as a Listing Provider: (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Listing Functionality, including the ability to share and monetize Listing Provider Materials using the Listing Functionality; and (ii) Customer will, and will ensure its Authorized Users will, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Customer for any limitation, termination, or suspension of access to or use of the Listing Functionality, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Customer to any refund; (iii) affect Customer’s obligation to pay all Fees; or (iv) affect Snowflake’s obligation to pay Customer’s Net Payment (subject to Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)) that became due or otherwise accrued through the Effective Termination Date. (b) with respect to Customer’s use of the Listing Functionality as a Listing Consumer: (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Listing Functionality, including the abilities to access, use, and, if applicable, purchase Listing Provider Materials; and (ii) Customer will, and will ensure its Authorized Users will, promptly cease all use of the Listing Functionality. Snowflake will have no liability to Customer for any limitation, termination, or suspension of access to or use of the Listing Functionality, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Customer to any refund; or (iii) affect Customer’s obligation to pay all Product Costs and Taxes due or otherwise accrued through the date of limitation, suspension, or termination.
   6. Survival. The following sections will survive any termination of the Terms: (a) upon termination of Customer’s use of the Listing Functionality as a Listing Provider: Sections 1 (Introduction); 7.9 (Listing Consumer Use); 7.10 (Third-Party Notices); 7.15 (Personal Data Provided by Snowflake); 8.5 (Feedback); 8.6 (Listing Usage Data); 9 (Term and Termination); 11 (Indemnification); 12 (Warranty and Disclaimer); 13 (Limitations of Liability); 14 (General Terms); 15 (Defined Terms); and the following sections of Exhibit A (Monetization Offering Terms) if Customer has used the Monetization Offering pursuant to Section 7.14 (Monetization Offering): 2 (Monetization Transaction); 3 (Fees and Reports); and 4 (Taxes); and (b) upon termination of Customer’s use of the Listing Functionality as a Listing Consumer: Sections 1 (Introduction); 4.8 (Access to Listing Provider Materials); 4.9 (Compliance with Applicable Law); 5 (Snowflake as Listing Provider); 6 (Fees and Payments Applicable to Listing Consumers); 7.15 (Personal Data Provided by Snowflake); 8.4 (Information Disclosed to Listing Providers); 8.5 (Feedback); 8.6 (Listing Usage Data); 9 (Term and Termination); 11 (Indemnification); 12 (Warranty and Disclaimer); 13 (Limitations of Liability); 14 (General Terms); and 15 (Defined Terms).
10. PREVIEWS. From time to time, Snowflake may make Previews available to Customer, as may be identified through the release notes and generally identified in the Supplemental Documentation. No information or advice, whether oral or written, obtained from Snowflake or through the Previews will create any warranty. Customer may use Previews solely for internal evaluation purposes and in accordance with the Preview Terms (located at https://www.snowflake.com/legal) and will not use Previews to process Personal Data, Sensitive Personal Data, or other data that is subject to any compliance or legal requirements. Snowflake may change or discontinue Previews at any time without notice. Snowflake may choose not to make a Preview generally available. Snowflake may use information about Customer’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.
11. INDEMNIFICATION.
    1. Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Listing Functionality, when used in accordance with these Terms and the Supplemental Documentation, infringes any intellectual property right of such third party, and will indemnify Customer for any damages and costs finally awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Customer’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Listing Provider Materials (if applicable)), either alone or in combination with the Listing Functionality.
    2. Indemnification by Customer. (a) Where Customer is using the Listing Functionality as a Listing Provider: Customer will defend Snowflake against any claim by a third party arising from or relating to (i) any of Customer’s Listing Provider Materials or Customer Configurations, and/or (ii) Customer’s breach of these Terms and the Provider and Consumer Policies, as applicable, and Customer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Customer will not apply to the extent the applicable claim is directly attributable to: (i) Snowflake’s gross negligence or willful misconduct; or (ii) any modification of the relevant Listing Provider Materials by Snowflake (other than in accordance with Listing Provider’s instructions) that results in a violation, infringement, or misappropriation of the rights of a third party. (b) Where Customer is using the Listing Functionality as a Listing Consumer: Customer will defend Snowflake against any claims by a third party arising from or relating to (i) Customer Configurations, (ii) its use of Listing Provider Materials, and/or (iii) Customer’s breach of these Terms, and Customer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claims. The foregoing obligations of Customer will not apply to the extent the applicable claim is directly attributable to Snowflake’s gross negligence or willful misconduct.
    3. Indemnification Procedures. In the event of a potential indemnity obligation under Section 11, the indemnified Party (the “Indemnified Party”) will: (i) promptly notify the other Party (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party the right to control the investigation, defense, and settlement (if applicable) of such claim at the Indemnifying Party’s sole cost and expense; and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under Section 11 shall not relieve the Indemnifying Party of its obligations under Section 11. However, the Indemnifying Party shall not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with Section 11. 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 11 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.
12. WARRANTY AND DISCLAIMER.

    Subject to Section 10 (Previews), Snowflake warrants that the Listing Functionality will work in substantial conformity with the Supplemental Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Listing Functionality is provided to Customer on an as-is and as-available basis and, except as set forth in the immediately preceding sentence, Snowflake makes no representations or warranties of any kind, implied or expressed, with respect to the Listing Functionality, 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 Listing Functionality will be uninterrupted or error-free. Although Snowflake attempts to make use of the Listing Functionality safe, subject to Section 5.1 (Snowflake Products), Snowflake cannot and does not represent or warrant that any Listing Provider Materials offered to Customer using the Listing Functionality are free of harmful content or materials.

13. LIMITATIONS OF LIABILITY. Sections 13.1 (Exclusion of Damages) and 13.2 (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 or its Affiliates be liable to the other Party or its Affiliates for any loss of use, lost or inaccurate data, interruption of business, costs of delay, cover costs, lost profits, or any indirect, special, incidental, reliance, punitive, exemplary, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
    2. Total Liability. Except with respect to Excluded Claims, in no event will either Party’s or its Affiliates’ total liability to the other Party or its Affiliates for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $50,000 (USD).
14. 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 Affiliate. Each Party shall promptly provide notice of any such assignment (which for Snowflake, may be provided by posting a notice on the Marketplace, notwithstanding Section 14.7 (Notices)). Any attempt to transfer or assign these Terms except as expressly authorized under this Section 14.1 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 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 Snowflake’s Affiliates.
    4. 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. In the event of a conflict between the Service Agreement, these Terms and/or (where applicable) the Provider and Consumer Policies relating to Customer’s use of the Listing Functionality, the following order of priority will apply: (i) these Terms, (ii) (where applicable) the Provider and Consumer Policies, and (iii) the Service Agreement.
    5. Confidentiality. Each Party (as the “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 or have signed a confidentiality agreement with 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.
    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. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms will be the state and federal courts located in New Castle County, Delaware, U.S.A. and both Parties hereby submit to the personal jurisdiction of such courts.
    7. Notices. All notices must be in writing (in English) and addressed to the Parties via email: (i) for Snowflake, notices must be sent to [email protected], unless indicated otherwise herein; and (ii) for Customer, to the email address of an Org Admin as configured in the Service, or if no such email is configured in the Service, Customer’s product notification email address as configured in the Service and, if neither email is configured in the Service, Customer acknowledges that the means of notice shall be at Snowflake’s reasonable discretion and Snowflake’s ability to timely notify shall 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 these Terms by providing Customer written notice in accordance with this Section 14.7. Customer may change its email address for notices by updating it within the Service.
    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 https://www.snowflake.com/legal (or such successor URL as may be designated by Snowflake). For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 14.7 (Notices). 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 14.7 (Notices). 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 9 (Term and Termination). Customer’s failure to terminate these Terms within ten days after any change will constitute Customer’s consent to such change.
    9. 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.
    10. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties in connection with Customer’s use of the Listing Functionality 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 Listing Functionality, it has not relied on any term or representation not contained in these Terms. Any Customer, including any Customer that is a U.S. Governmental Entity, that is subject to any additional requirements or terms and conditions (whether by way of applicable law, statute, rules, regulations and/or policy (“Additional Terms”)) that conflict with these Terms or otherwise impose additional obligations or restrictions on Snowflake, is prohibited from use of all Listing Functionality unless approved by Snowflake in writing. Snowflake reserves the right to immediately terminate any such unauthorized use of the Listing Functionality. Should Additional Terms apply, please reach out to Snowflake at [email protected] for additional information.
    11. 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 applicable Product Cost(s), Fees, and Taxes) 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.
    12. Independent Contractors. Subject to Section 2.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), the Parties to these Terms are independent contractors, and 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 health, life, or disability insurance, offered by the other Party to its employees.
15. DEFINED TERMS.
    1. “Account(s)” means Customer’s account(s) in the Service in which Customer stores and processes Customer Data as described in the Service Agreement.
    2. “Additional Terms” has the meaning set forth in Section 14.10 (Entire Agreement).
    3. “Affiliate” means: (a) for Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Customer; and (b) for Snowflake, the Authorized Snowflake Affiliates set forth at https://www.snowflake.com/legal/snowflake-sub-processors/, and solely for purposes of Section 14.5 (Confidentiality), any entity that directly or indirectly controls, is controlled by, or is under common control with Snowflake, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Snowflake.
    4. “AI Technology” has the meaning set forth in Section 4.9 (Compliance with Applicable Law).
    5. “Authorized Users” means employees and contractors of Customer and its Affiliates who are authorized by Customer to use the Listing Functionality.
    6. “Combine” means combining Personal Data with the Personal Data of individuals that Customer has collected or received, either directly from the individual or from or on behalf of another party, for any purpose not expressly permitted by these Terms.
    7. “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/or the circumstances surrounding the disclosure. 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.
    8. “Customer” means the person or entity accepting these Terms and includes, as applicable, U.S. Governmental Entities.
    9. “Customer Configurations” means all configurations, code, templates, policies, constraints, or other settings developed or created by Customer or its Authorized Users in connection with use of a Product provided by Snowflake, including any modifications, deletions, or additions to any Default Configurations made by Customer or its Authorized Users.
    10. “Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.
    11. “Default Configurations” means all default configurations, code, templates, policies, constraints, or other settings provided by Snowflake in connection with its Product(s).
    12. “Disclosing Party” has the meaning set forth in Section 14.5 (Confidentiality).
    13. “Effective Date” means the date on which Customer accepted these Terms in accordance with Section 1.5 (Introduction).
    14. “Effective Termination Date” has the meaning set forth in Section 9.1 (Term).
    15. “Excluded Claims” means obligations and claims based on: (a) a Party’s payment obligations under these Terms; (b) a Party’s express obligations under Section 11 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., U.S. tort claims for gross negligence and willful misconduct).
    16. “External Offerings” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with any Snowflake Offerings, 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.
    17. “Fees” has the meaning set forth in Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
    18. “Indemnified Party” has the meaning set forth in Section 11.3 (Indemnification Procedures).
    19. “Indemnifying Party” has the meaning set forth in Section 11.3 (Indemnification Procedures).
    20. “Invoicing Party” means the party that provides a Product Invoice to a Listing Consumer in accordance with Section 6.2 (Invoices and Product Cost).
    21. “Listing Consumer” means a customer or potential customer of a Listing Provider that has been authorized to access, use, and, if applicable, purchase the Listing Provider’s Product(s) using the Listing Functionality.
    22. “Listing Functionality” means a Snowflake offering that permits Listing Providers to offer data, software, or services to Listing Consumers, as described in the Supplemental Documentation, and any derivative works, modifications, updates, or improvements thereto.
    23. “Listing Information” means information about a Product (but not the Product itself) including title, description, any applicable metadata, any information made available via a data dictionary (including any samples of the Product that are made available), the applicable Listing Provider’s branding, name, logo, trademarks, and service marks, the branding, name, logo, trademarks, and service marks of any third party on whose behalf the applicable Listing Provider makes a Product available, Product Cost, Video Content, images and other information provided by the applicable Listing Provider and made available to Listing Consumers using the Listing Functionality.
    24. “Listing Provider” means any entity (which may include Snowflake customers or Snowflake) who makes available its Product(s) to Listing Consumers using the Listing Functionality.
    25. “Listing 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 Listing Provider or an Authorized User using the Listing Functionality or to Snowflake in connection with a Listing Provider’s and its Authorized Users’ use of the Listing Functionality. For greater certainty, Listing Provider Materials include Products and Listing Information.
    26. “Listing Terms” means the written terms between a Listing Provider and a Listing Consumer for a Transaction.
    27. “Listing Usage Data” means usage and operations data in connection with Customer’s use of the Listing Functionality, including metadata.
    28. “Marketplace” means the Snowflake marketplace as described in the Supplemental Documentation.
    29. “MCD Program” has the meaning set forth in the MCD Terms.
    30. «MCD Terms” has the meaning set forth in Section 6.5 (Marketplace Capacity Drawdown Program).
    31. “Monetization Offering” has the meaning set forth in Section 7.14 (Monetization Offering).
    32. “Monetization Offering Fee Schedule” means the schedule of fees accessible by a Listing Provider in Snowsight (the Web interface of the Service) or a successor or replacement mechanism for the Listing Provider’s use of the Monetization Offering.
    33. “Net Payment” has the meaning set forth in Section 3.1 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
    34. “Org Admin” means an individual authorized by Customer to: (i) maintain the organization administrator system role for the Service and the Listing Functionality; (ii) manage operations at the organization level; and (iii) accept these Terms on behalf of Customer.
    35. “Parties” means Snowflake and Customer, collectively.
    36. “Party” means Snowflake or Customer, individually, as required by the context of its use.
    37. “Payment Period” means the payment schedule or due date, as stated on the Transaction’s Product Invoice.
    38. “Payment Processing” means the processing and settlement of the Product Cost (and, where applicable, any Taxes) by Payment Processor for any Transactions.
    39. “Payment Processor” means the third-party payment processor, Stripe Inc. (“Stripe”) or such other third-party payment processors as Snowflake may designate from time to time. Stripe’s website is available at https://stripe.com/ (or such successor URL as may be designated by Stripe), and Stripe’s privacy policy is available at https://stripe.com/us/privacy (or such successor URL as may be designated by Stripe).
    40. “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 the definition of “personal information” in the California Consumer Privacy Act of 2018 (as may be amended from time to time).
    41. “Previews” means preview, beta, or other pre-general availability release of integrations and features for the Listing Functionality that are offered by or on behalf of Snowflake.
    42. “Processor Account” has the meaning set forth in Section 2.1 (Payment Processor) of Exhibit A (Monetization Offering Terms).
    43. “Processor Agreement” means a separate agreement between the Payment Processor and Customer (whether Customer is acting as a Listing Provider or a Listing Consumer) for the provision of Payment Processing by the Payment Processor.
    44. “Product” means data, software, or services provided by or on behalf of a Listing Provider (or an Authorized User of a Listing Provider) to Listing Consumers using the Listing Functionality.
    45. “Product Cost” means the amount (calculated by time and/or usage) specified by a Listing Provider for a Transaction pursuant to the applicable Listing Terms and any applicable terms in the Listing Information.
    46. “Product Invoice” means an invoice issued for the Product Cost due for any Transaction.
    47. “Provider and Consumer Policies” means the Provider and Consumer Policies available at https://www.snowflake.com/provider-policies/ (or such successor URL as may be designated by Snowflake).
    48. “Receiving Party” has the meaning set forth in Section 14.5 (Confidentiality).
    49. “Regional Terms” has the meaning set forth in Section 1.8 (Introduction).
    50. “Security Assessor” means the third-party security and compliance vendor, Vanta, Inc., or such other third-party as Snowflake may designate from time to time. Vanta’s website is available at https://www.vanta.com (or such successor URL as may be designated by Vanta).
    51. “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual’s Personal Data to a third party for monetary or other valuable consideration.
    52. “Sensitive Personal Data” means (i) Personal Data 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 Data of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal information’ or ‘sensitive personally identifiable information.’
    53. “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake, which for clarity, excludes the Listing Functionality.
    54. “Service 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/legal/ (or such successor URL as may be designated by Snowflake), between Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
    55. “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions for cross-context behavioral advertising in which no money is exchanged.
    56. “Snowflake” has the meaning set forth in Section 1.1 (Introduction).
    57. “Snowflake Offering” has the meaning set forth in Customer’s Service Agreement, or if such term is not defined in Customer’s Service Agreement, as defined in the Snowflake Terms of Service located at https://www.snowflake.com/legal/ (or such successor URL as may be designated by Snowflake), between Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
    58. [RESERVED]
    59. “Snowflake Review” has the meaning set forth in Section 7.5 (Review).
    60. “SOC 2 Audit Report” means a SOC 2 Type 1 or SOC 2 Type 2 audit report from a qualified, independent auditor attesting to the sufficiency of the security controls for Product(s) made available by Listing Providers.
    61. “Supplemental Documentation” means the current technical documentation and usage guides for the Listing Functionality, made available at https://other-docs.snowflake.com/ (or such successor URL as may be designated by Snowflake).
    62. “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.
    63. “Term” has the meaning set forth in Section 9.1 (Term).
    64. “Terms” means these Snowflake Provider and Consumer Terms, made available at https://www.snowflake.com/legal (or such successor URL as may be designated by Snowflake), which may be updated from time to time in accordance with Section 15.8 (Changes to Terms).
    65. “Transaction” means any access, use, or purchase of a Product granted by a Listing Provider to a Listing Consumer.
    66. “U.S. Government Amendment” has the meaning set forth in Section 1.1 (Introduction).
    67. “U.S. Governmental Entity” means an agency of the federal government of the United States of America, or any government of any state thereunder. If the U.S. Governmental Entity is a state government or an agency of a state government, then references to federal law or regulations shall be replaced with a reference to the corresponding state law or regulation if such exists.
    68. “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Customer is legally registered and the Listing Functionality is used for business purposes.
    69. “Video Content” has the meaning set forth in Section 7.2.1 (Listing Information).

EXHIBIT A

MONETIZATION OFFERING TERMS

1. MONETIZATION OFFERING, ACCESS, AND USE. Customer acknowledges and agrees that: (a) Customer is responsible for setting the Product Cost and including it in the Listing Information; and (b) Snowflake is not the seller of record of any Products, despite providing the Monetization Offering to Customer.
2. MONETIZATION TRANSACTIONS.
   1. Payment Processor. Payment Processor carries out Payment Processing for Transactions utilizing the Monetization Offering. Customer’s use of the Monetization Offering is subject to the Processor Agreement. Snowflake is not a party to the Processor Agreement and is not responsible for performance of the Processor Agreement. By accepting these Terms and the Processor Agreement, Customer is agreeing to create an account with the Payment Processor for Payment Processing (the “Processor Account”).
   2. Invoicing. For Transactions utilizing the Monetization Offering, Snowflake will issue the Product Invoice to each Listing Consumer on the applicable Listing Provider’s behalf. The Product Invoice will be issued to the Listing Consumer’s Processor Account, as described in the Supplemental Documentation, and will reflect the Product Cost and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes.
   3. Payments. Each Listing Consumer’s payment of the Product Cost (and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes) to the Payment Processor in accordance with the Product Invoice will be deemed to constitute payment to Customer of amounts due by that Listing Consumer. Subject to Section 2.4 (Appointment of Snowflake as Agent) of this Exhibit A, Snowflake is not responsible for delivery of any payment to Customer under a Transaction where Product Costs are not actually received by Payment Processor. Except as provided in Section 1.3.3 (Refunds) of this Exhibit A or when required by law, all Product Costs (and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes) paid by Listing Consumers to Payment Processor are non-cancelable and non-refundable.
   4. Appointment of Snowflake as Agent. Listing Consumers may direct funds paid originally to Snowflake to be used to make purchases of Products offered by Customer, as reflected in the Product Invoice, if applicable. Solely with respect to such payment to Snowflake from the Listing Consumer, Customer appoints Snowflake as its agent to represent Customer and act on its behalf. Customer acknowledges and agrees that such payment of money from Listing Consumer to Snowflake for payment to Customer satisfies and discharges the Listing Consumer’s payment obligations to Customer to the extent of such payment. If, for any reason, payments received by Snowflake as agent of Customer are not delivered to or received by Customer, Customer may seek recourse from Snowflake as its agent, but shall have no further recourse against the relevant Listing Consumer for such payment.
3. FEES AND REPORTS.
   1. Fees and Expenses. Customer is responsible for the Snowflake fees set forth in the relevant Monetization Offering Fee Schedule (the “Fees”). Prior to issuing a Product Invoice, Snowflake will calculate the amount owed to Customer, which shall equal the Product Cost minus: (i) the Fees; (ii) any Taxes determined to be required in accordance with Section 4 (Taxes) of this Exhibit A; and (iii) any other expenses incurred by Snowflake on Customer’s behalf in the performance of its duties under these Terms, for which Snowflake provides advance notice to Customer (the “Net Payment”). Snowflake will instruct Payment Processor to: (i) issue the Product Invoice to the Listing Consumer; and (ii) pay the Net Payment to Customer after collection of the Product Cost (and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes) by Payment Processor from the Listing Consumer.
   2. Right to Offset Payment. In calculating the Net Payment, Snowflake may offset any amounts that are or were: (i) based on Listing Provider Materials that were not delivered to the Listing Consumer (e.g., due to termination of the Terms, removal or modification of the Listing Provider Materials by Customer, limitation, suspension, or termination of Customer’s access to or use of the Listing Functionality by Snowflake in accordance with these Terms, or for Customer’s failure to comply with the Provider and Consumer Policies); (ii) subject to billing disputes for Listing Provider Materials, except in cases that Snowflake reasonably determines are initiated by a Listing Consumer with an abnormal dispute history; or (iii) overpayment by Snowflake to Customer in prior periods, whether as a result of miscalculation by Snowflake, Customer, and/or Payment Processor.
   3. Refunds. To the extent there are any payment disputes (including any refund requests or other payment requests) between Customer and a Listing Consumer, any adjustment to the Net Payment must be agreed upon directly between Customer and the Listing Consumer. Customer will instruct Payment Processor to process refunds or reverse any payments from the Net Payment in accordance with the Supplemental Documentation.
   4. Reports. Snowflake will provide reports regarding the Transactions made using the Monetization Offering. These reports will include the information described in the Supplemental Documentation about the Products accessed, used, and purchased by Listing Consumers, including the Product Cost, Fees, the Net Payment, and, subject to Section 4 (Taxes) of this Exhibit A, any Taxes. Any data provided in these reports regarding Listing Consumers constitutes Listing Usage Data.
4. TAXES. All Product Costs and Fees are exclusive of Taxes. Customer is responsible for calculating, invoicing, and paying all Taxes associated with (i) the Product Cost and (ii) the Fees. Snowflake will not determine whether any Taxes apply to a Transaction and is not responsible for calculating, invoicing, or paying any such Taxes. Despite the foregoing, where required by law, Snowflake shall calculate and collect Taxes from Customer or the Listing Consumer (as applicable) and issue a compliant tax invoice for those Taxes. In the event any Taxes are withheld from the Fees received by Snowflake, Customer will pay such additional amounts as are necessary, so the net amount received by Snowflake equals the amounts due Snowflake hereunder, as if there were no withholding or deduction. Customer may present Snowflake with an exemption certificate eliminating Customer’s and Snowflake’s liability to pay certain Taxes. Once Snowflake has received and approved the exemption certificate, Customer will be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those Taxes, Customer will pay those Taxes to Snowflake, plus any applicable interest or penalties. The VAT/GST Registration Number provided by Customer shall be used to confirm the business use of the Listing Functionality.