U.S. Government Amendment To Snowflake Provider and Consumer Terms

Last Updated: May 31, 2024 | Previous Versions

This U.S. Government Amendment (this “U.S. Government Amendment”) to the Snowflake Provider and Consumer Terms, available at https://www.snowflake.com/en/legal/ (or such successor URL as may be designated by Snowflake) (as updated from time to time, the “Terms”) by and between Snowflake Inc. (“Snowflake”) and the U.S. Governmental Entity accepting the Terms and this U.S. Government Amendment (“Customer”) is effective as of the Effective Date of the Terms. Unless otherwise defined in this U.S. Government Amendment, all capitalized terms used herein will have the meanings ascribed to them in the Terms. The parties agree as follows:

1. SERVICE AGREEMENT. Customer understands and agrees that use of the Listing Functionality as a Listing Consumer and/or Listing Provider is contingent upon there being a valid Service Agreement in effect throughout its use of the Listing Functionality as a Listing Consumer and/or Listing Provider.
2. INTRODUCTION. Section 1.6 (Introduction) of the Terms is hereby deleted in its entirety and replaced with the following:

   “1.6. These Terms are enforceable like any written agreement signed by Customer and Snowflake. By indicating acceptance of these Terms or engaging in Transactions, Customer is accepting all the terms and conditions of these Terms on behalf of the Customer’s entity or ordering activity and not in his or her own individual capacity.”

3. FEES AND PAYMENTS.
   1. Section 6.4 (Payments) of the Terms is hereby deleted in its entirety and replaced with the following:

      “6.4. 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. In the event of a dispute between Customer and a Listing Provider, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation. Customer represents and warrants that Customer has the right to use any payment method that Customer submits in connection with a Transaction. Any disputed amounts due to Snowflake by Customer will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

   2. Section 6.7 (No Set-Off) of the Terms is hereby deleted in its entirety and replaced with the following:

      “6.7. No Set-Off. [RESERVED].”

   3. Section 6.8 (Taxes) of the Terms is hereby deleted in its entirety and replaced with the following:

      “6.8. TAXES. [RESERVED].”

4. TERMS AND TERMINATION. Section 10.5 (Effect of Termination) of the Terms is hereby deleted in its entirety and replaced with the following:

   “10.5. 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: (1) limit any other rights or remedies Snowflake may have; (2) entitle Customer to any refund; (3) affect Customer’s obligation to pay all Fees; or (4) 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. Any disputes related to the U.S. Government Amendment and the Terms will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”
   (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: (1) limit any other rights or remedies Snowflake may have; (2) entitle Customer to any refund; or (3) affect Customer’s obligation to pay all Product Costs and Taxes due or otherwise accrued through the date of limitation, suspension, or termination. Any disputes related to the U.S. Government Amendment and the Terms will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

5. INDEMNIFICATION. Section 11 (Indemnification) of the Terms is hereby deleted in its entirety and replaced with the following:

   “11. INDEMNIFICATION AND REPRESENTATIONS.
   11.1. 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 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), either alone or in combination with the Listing Functionality.
   11.2. Representations by Customer. Where Customer is using the Listing Functionality as a Listing Provider, Customer agrees that it is solely responsible for all risks arising from or relating to any of its Listing Provider Materials and hereby represents and warrants that any of its Listing Provider Materials will not (i) violate these Terms, inclusive of the U.S. Government Amendment, or applicable law, (ii) infringe or misappropriate any third party rights, or (iii) cause harm to any third party or Snowflake.
   11.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 11, Customer (the “Indemnified Party”) will: (i) promptly notify Snowflake (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 11 shall not relieve the Indemnifying Party of its obligations under this 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 this 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 this 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. In the event of a dispute between Snowflake and Customer under this Section 11, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

6. WARRANTY AND DISCLAIMER. Section 12 (Warranty and Disclaimer) of the Terms is hereby deleted in its entirety and replaced with the following:

   “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 Listing Providers, Listing Consumers, and 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 title or non-infringement, 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 Listing Provider Materials offered using the Listing Functionality are free of harmful content or materials. Notwithstanding the foregoing, in the event of a dispute between Snowflake and Customer under this Section 12, Customer reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

7. LIMITATIONS OF LIABILITY. Section 13 (Limitations of Liability) of the Terms is hereby deleted in its entirety and replaced with the following:

   “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.
   13.1. Exclusion of Damages. Except with respect to Excluded Claims, in no event will either Party be liable to the other Party or any third party for any 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.
   13.2. Total Liability. Except with respect to Excluded Claims, 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).”

8. GENERAL TERMS.
   1. Section 14.1 (Assignment) of the Terms is hereby deleted in its entirety and replaced with the following:

      “14.1. Assignment. Snowflake may, in accordance with FAR § 42.12, assign this Agreement to any Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Snowflake’s prior written consent (not to be unreasonably withheld). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.”

   2. Section 14.6 (Governing Law, Jurisdiction, and Venue) of the Terms is hereby deleted in its entirety and replaced with the following:

      “14.6. Governing Law, Jurisdiction, and Venue. Where Customer is a U.S. federal entity, these Terms will be governed by federal law and where Customer is a U.S. state entity, these Terms will be governed by the applicable U.S. state law.”

9. DEFINED TERMS. Section 15 (Defined Terms) of the Terms is hereby modified as follows:
   1. Section 15.54 (Service Agreement) is hereby deleted in its entirety and replaced with the following:

      “15.54. “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service between Customer and Snowflake, one of Snowflake Affiliates, or an authorized Snowflake Reseller.”

   2. A new Section 15.58 (Snowflake Reseller) is added as follows:

      “15.58. “Snowflake Reseller” means a distributor or reseller authorized to resell the Service to U.S. Governmental Entities.”

10. MONETIZATION OFFERING TERMS.
    1. Section 3.2 (Right to Offset Payment) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:

       “3.2. Right to Offset Payment. [RESERVED].”

    2. Section 4 (Taxes) of Exhibit A (Monetization Offering Terms) to the Terms is hereby deleted in its entirety and replaced with the following:

       “4. Taxes. [RESERVED].”

Previous Versions

2023

October 9, 2023 – U.S. Government Amendment To Snowflake Provider and Consumer Terms