Samooha Offering Data Processing Addendum

This is an archived version of our Samooha Offering Data Processing Addendum dated March 6, 2024. View the current Data Clean Rooms Data Processing Addendum here.

This data processing addendum (“Samooha Offering DPA“) forms part of, and is subject to, the Snowflake Samooha Offering Terms between the member of the Snowflake Group that is a party to the Snowflake Samooha Offering Terms (“Snowflake”) and the legal entity defined as ‘Customer’ thereunder (for purposes of this Samooha Offering DPA, “Customer”, and together with Snowflake, the “Parties” and each a “Party” (such agreement, the “Agreement”)).  All capitalized terms not defined in this Samooha Offering DPA shall have the meanings set forth in the Agreement.

1. Definitions.

“Affiliate” has the meaning set forth in the Agreement.

“Authorized Affiliate” shall mean a Customer Affiliate who is not bound to the Agreement, but is either a Data Controller or Data Processor for the Samooha Personal Data processed by Snowflake pursuant to the Agreement, for so long as such entity remains a Customer Affiliate.

“California Consumer Privacy Act” or “CCPA” means the California Consumer Privacy Act of 2018, as may be amended from time to time.

“CMA Customer Data” has the meaning set forth in the Agreement.

“Data Controller” means an entity that determines the purposes and means of the Processing of Personal Data.

“Data Processor” means an entity that Processes Personal Data on behalf of a Data Controller.

“Data Protection Laws” means all data protection and privacy laws applicable to the respective party in its role in the Processing of Personal Data under the Agreement, including, where applicable, EU & UK Data Protection Law and the CCPA.

“Data Subject” means the identified or identifiable natural person to whom Samooha Personal Data relates.

“EU & UK Data Protection Law” means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) the GDPR as it forms part of United Kingdom law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and the Data Protection Act 2018.

“Personal Data” means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms in Data Protection Laws, including, but not limited to, the definition of “personal information” in the CCPA.

“Processing” shall mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, and “Process”, “Processes” and “Processed” will be interpreted accordingly.

“Purposes” shall mean (i) Snowflake’s provision of the Samooha Offering as described in the Agreement and the Samooha Documentation, including Processing initiated by users in their use of the Samooha Offering; and (ii) further documented, reasonable instructions from Customer agreed upon by the Parties.

“Samooha Offering” has the meaning set forth in the Agreement.

“Samooha Offering Security Addendum” has the meaning set forth in the Agreement.

“Samooha Personal Data” means any Samooha-Processed Data (where Customer is subject to a Service Agreement) or CMA Customer Data (where Customer is a CMA Customer) that is Personal Data.

“Samooha-Processed Data” has the meaning set forth in the Agreement.

“Service” has the meaning set forth in the Agreement.

“Service Agreement” has the meaning set forth in the Agreement.

“Snowflake Group” means Snowflake Inc. and its Affiliates.

“Sub-processor” means any other Data Processors engaged by a member of the Snowflake Group to Process Samooha Personal Data.

“Systems” has the meaning set forth in the Agreement.

2. Scope and Applicability of this DPA. This Samooha Offering DPA applies where and only to the extent that Snowflake Processes Samooha Personal Data on behalf of Customer as Data Processor in the course of providing the Samooha Offering.

3. Roles and Scope of Processing.

3.1. Role of the Parties. As between Snowflake and Customer, Snowflake shall Process Samooha Personal Data only as a Data Processor (or sub-processor) acting on behalf of Customer and, with respect to CCPA, as a “service provider” as defined therein, in each case regardless of whether Customer acts as a Data Controller or as a Data Processor on behalf of a third-party Data Controller (such third-party, the “Third-Party Controller”) with respect to Samooha Personal Data. To the extent any Usage Data (as defined in the Agreement) is considered Personal Data under applicable Data Protection Laws, Snowflake is the Data Controller of such data and shall Process such data in accordance with the Agreement and applicable Data Protection Laws.

3.2. Customer Instructions. Snowflake will Process Samooha Personal Data only for the Purposes. Customer shall ensure its Processing instructions are lawful and that the Processing of Samooha Personal Data in accordance with such instructions will not violate applicable Data Protection Laws. The Parties agree that the Agreement (including this Samooha Offering DPA) sets out the exclusive and final instructions to Snowflake for all Processing of Samooha Personal Data, and (if applicable) include and are consistent with all instructions from Third-Party Controllers. Any additional requested instructions require the prior written agreement of Snowflake. Snowflake shall promptly notify Customer if, in Snowflake’s opinion, such instruction violates EU & UK Data Protection Law. Where applicable, Customer shall be responsible for any communications, notifications, assistance and/or authorizations that may be required in connection with a Third-Party Controller.

3.3. Customer Affiliates. Snowflake’s obligations set forth in this Samooha Offering DPA also extend to Authorized Affiliates, subject to the following conditions:

(a) Customer must exclusively communicate any additional Processing instructions requested pursuant to 3.2 directly to Snowflake, including instructions from its Authorized Affiliates;

(b) Customer shall be responsible for Authorized Affiliates’ compliance with this Samooha Offering DPA and all acts and/or omissions by an Authorized Affiliate with respect to Customer’s obligations in this Samooha Offering DPA shall be considered the acts and/or omissions of Customer; and

(c) Authorized Affiliates shall not bring a claim directly against Snowflake. If an Authorized Affiliate seeks to assert a legal demand, action, suit, claim, proceeding or other forms of complaints or proceedings against Snowflake (“Authorized Affiliate Claim”): (i) Customer must bring such Authorized Affiliate Claim directly against Snowflake on behalf of such Authorized Affiliate, unless Data Protection Laws require the Authorized Affiliate be a party to such claim; and (ii) all Authorized Affiliate Claims shall be considered claims made by Customer and shall be subject to any liability restrictions set forth in the Agreement, including, but not limited to, any aggregate limitation of liability.

3.4. Processing of Personal Data.Each Party will comply with its respective obligations under Data Protection Laws. Customer agrees (i) it will use the Samooha Offering in a manner designed to ensure a level of security appropriate to the particular content of the Samooha Personal Data, such as pseudonymizing and backing-up Samooha Personal Data; and (ii) it has obtained all consents, permissions and/or rights necessary under Data Protection Laws for Snowflake to lawfully Process Samooha Personal Data for the Purposes, including, without limitation, Customer’s sharing and/or receiving of Samooha Personal Data with third-parties via the Samooha Offering.

3.5. Details of Data Processing.

(a) Subject Matter: The subject matter of the Processing under this Samooha Offering DPA is the Samooha Personal Data.

(b) Frequency and duration: Notwithstanding expiration or termination of the Agreement, Snowflake will Process the Samooha Personal Data continuously and until deletion of all Samooha Personal Data as described in this Samooha Offering DPA or the Samooha Documentation.

(c) Purpose: Snowflake will Process the Samooha Personal Data only for the Purposes, as described in this Samooha Offering DPA.

(d) Nature of the Processing: Snowflake will perform Processing as needed for the Purposes, and to comply with Customer’s Processing instructions as provided in accordance with the Agreement and this Samooha Offering DPA.

(e) Retention Period. The period for which Samooha Personal Data will be retained and the criteria used to determine that period is determined by Customer during the term of the Agreement via Customer’s use and configuration of the Samooha Offering. Upon termination or expiration of the Agreement, Samooha Personal Data will be promptly deleted. Customer is responsible for maintaining a back-up copy of Samooha Personal Data in systems outside of the Samooha Offering, such as on Customer Systems.

(f) Categories of Data Subjects: The categories of Data Subjects to which Samooha Personal Data relate are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:

(i) Prospects, customers, business partners and vendors of Customer (who are natural persons);

(ii) Employees or contact persons of Customer’s prospects, customers, business partners and vendors; and/or

(iii) Employees, agents, advisors, and freelancers of Customer (who are natural persons).

(g) Categories of Personal Data: The types of Samooha Personal Data are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:

(i) Identification and contact data (name, address, title, contact details);

(ii) Financial information (credit card details, account details, payment information);

(iii) Employment details (employer, job title, geographic location, area of responsibility); and/or

(iv) IT information (IP addresses, cookies data, location data).

(h) Special Categories of Personal Data (if applicable): Subject to any applicable restrictions and/or conditions in the Agreement or Samooha Documentation, Customer may also include ‘special categories of personal data’ or similarly sensitive Personal Data (as described or defined in Data Protection Laws) in Samooha Personal Data, the extent of which is determined and controlled by Customer in its discretion, and which may include, but is not limited to Samooha Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data Processed for the purposes of uniquely identifying a natural person, data concerning health and/or data concerning a natural person’s sex life or sexual orientation.

4. Sub-Processing.

4.1. Authorized Sub-Processors. Customer provides Snowflake with a general authorization to engage Sub-processors, subject to Section 4.3 (Changes to Sub-processors), as well as Snowflake’s current Sub-processors listed at Exhibit 1 (Samooha Offering Sub-Processors and Affiliates) as of the effective date of this Samooha Offering DPA and members of the Snowflake Group

4.2. Sub-processor Obligations. Snowflake shall: (i) enter into a written agreement with each Sub-processor imposing data protection obligations no less protective of Samooha Personal Data as Snowflake’s obligations under this Samooha Offering DPA to the extent applicable to the services provided by the Sub-processor; and (ii) remain liable for each Sub-processor’s compliance with the obligations under this Samooha Offering DPA. Upon written request, and subject to any confidentiality restrictions, Snowflake shall provide Customer all relevant information it reasonably can in connection with its applicable Sub-processor agreements where required to satisfy Customer’s obligations under Data Protection Laws.

4.3. Changes to Sub-processors. Snowflake shall notify Customer at least twenty-eight (28) days in advance of allowing any new Sub-processor to Process Samooha Personal Data (the “Objection Period”), and such notification shall be sent to the email provided by Customer to Snowflake for such purposes, and where no such email is provided, Customer acknowledges that the means of notification shall be at Snowflake’s reasonable discretion and Snowflake’s ability to timely notify shall be negatively impacted. During the Objection Period, objections (if any) to Snowflake’s appointment of the new Sub-processor must be provided to Snowflake in writing and based on reasonable grounds. In such an event, the Parties will discuss those objections in good faith with a view to achieving resolution. If it can be reasonably demonstrated to Snowflake that the new Sub-processor is unable to Process Samooha Personal Data in compliance with the terms of this Samooha Offering DPA and Snowflake cannot provide an alternative Sub-processor, or the Parties are not otherwise able to achieve resolution as provided in the preceding sentence, Customer, as its sole and exclusive remedy, may terminate the Agreement by providing advance written notice to Snowflake of such termination.

5. Security.

5.1. Security Measures. Snowflake shall implement and maintain appropriate technical and organizational security measures designed to protect Samooha Personal Data from Security Incidents and to preserve the security and confidentiality of the Samooha Personal Data as described in the Samooha Offering Security Addendum. Snowflake may review and update the Samooha Offering Security Addendum from time to time, subject to section 15.5 (Changes in Terms) of the Agreement.

5.2. Confidentiality of Processing. Snowflake shall ensure that any person who is authorized by Snowflake to Process Samooha Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

5.3. No Assessment of Samooha Personal Data by Snowflake. Snowflake shall have no obligation to assess the contents or accuracy of Samooha Personal Data, including to identify information subject to any specific legal, regulatory, or other requirement. Customer is responsible for making an independent determination as to whether its use of the Samooha Offering will meet Customer’s requirements and legal obligations under Data Protection Laws.

6. Customer Audit Rights. This Samooha Offering DPA applies where and only to the extent that Snowflake Processes Samooha Personal Data on behalf of Customer as Data Processor in the course of providing the Samooha Offering.

7. Data Transfers.

7.1. Hosting and Processing Locations.

7.1.1. The  hosting location of Samooha Personal Data that is CMA Customer Data shall be the region(s) offered by Snowflake and configured by Customer via the Samooha Offering or as otherwise set forth in the Samooha Documentation.

7.1.2. Customer is solely responsible for the regions from which its Users access the Samooha Personal Data, for any transfer or sharing of Samooha Personal Data by Customer or its Users and for any subsequent designation of other hosting locations (either for the same Account, a different Account, or a separate Samooha Offering). Snowflake will not Process Samooha Personal Data from outside the country of the hosting location chosen by Customer except as reasonably necessary to provide the Samooha Offering procured by Customer, or as necessary to comply with the law or binding order of a governmental body.

7.2. Requirements Prescribed by Data Protection Laws. 

7.2.1. Transfer Mechanisms and/or Contract Clauses Prescribed by Data Protection Laws. If Data Protection Laws have prescribed specific mechanisms for the transfer of Samooha Personal Data to Snowflake and/or contract clauses for Processing of Samooha Personal Data by Snowflake (collectively, a “Transfer Mechanism”), Snowflake shall make such specific Transfer Mechanism available (to the extent generally supported by Snowflake) at www.snowflake.com/en/legal/transfermechanisms (the “Transfer Mechanism Site”). For clarity, the term ‘Customer Personal Data’ used on the Transfer Mechanism Site, shall be deemed to mean Samooha Personal Data, as defined herein, and all references to the ‘Service’ or ‘Snowflake Offerings’ shall be deemed to be references to the Samooha Offering. A Transfer Mechanism shall not apply and shall not be incorporated into this Samooha Offering DPA if it is not applicable to (i) transfers from Customer to Snowflake (including where no such transfer occurs), or (ii) Processing by Snowflake of Samooha Personal Data. If a listed Transfer Mechanism is, or becomes applicable under Data Protection Laws, it shall be deemed to be signed by the Parties and is incorporated into this Samooha Offering DPA. Subject to Section 7.2.2 (Customer Objection Rights) below, Snowflake may only remove an applicable Transfer Mechanism if the Transfer Mechanism has ceased being valid under the Data Protection Law or Snowflake is offering an alternative, then-currently valid Transfer Mechanism.

7.2.2. Updates to the Transfer Mechanism Site. Snowflake shall notify Customer of changes to its Transfer Mechanisms by updating the Transfer Mechanism Site and posting a summary and date of the relevant changes.

8. Security Incident Response. Incident detection and response shall be governed by the Samooha Offering Security Addendum.

9. Cooperation.

9.1. Data Subject Requests. Snowflake shall promptly notify Customer if Snowflake receives a request from a Data Subject that identifies Customer, including where the Data Subject seeks to exercise any of its rights under applicable Data Protection Laws (collectively, “Data Subject Request”). Customer is solely responsible for ensuring compliance with its obligations with respect to Data Subject Requests. Customer acknowledges that with respect to Samooha Personal Data, Customer may be required to manage certain aspects of Data Subject Requests through either the use of Customer Systems or the use of the separately licensed Service pursuant to the Service Agreement, or where deletion is required, deleting such data from the Samooha Offering as described in the Samooha Documentation. To the extent Customer is unable to handle Data Subject Requests in connection with the Samooha Offering, Snowflake shall (upon Customer’s written request and taking into account the nature of Snowflake’s Processing) provide commercially reasonable cooperation to assist Customer in responding to Data Subject Requests.

9.2. Data Protection Impact Assessments. Snowflake shall provide reasonably requested information regarding the Samooha Offering to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws, so long as Customer does not otherwise have access to the relevant information.

9.3. Government & Law Enforcement Inquiries. If Snowflake receives a demand to retain, disclose, or otherwise Process Samooha Personal Data from law enforcement or any other government and/or public authority (“Third-Party Demand”), then Snowflake shall attempt to redirect the Third-Party Demand to Customer. Customer agrees that Snowflake can provide information to such third-party to the extent reasonably necessary to redirect the Third-Party Demand to Customer. If Snowflake cannot redirect the Third-Party Demand to Customer, then Snowflake shall, to the extent legally permitted to do so, provide Customer reasonable notice of the Third-Party Demand as promptly as feasible under the circumstances to allow Customer to seek a protective order or other appropriate remedy. This section does not diminish Snowflake’s obligations under any applicable Transfer Mechanisms with respect to access by public authorities.

10. Relationship with the Agreement.

10.1. The Parties agree that this Samooha Offering DPA shall replace and supersede any existing data processing addendum, attachment, exhibit or standard contractual clauses that Snowflake and Customer may have previously entered into in connection with the Samooha Offering. Snowflake may update this Samooha Offering DPA from time to time subject to section 15.5 (Changes in Terms) of the Agreement.

10.2. Except as provided by this Samooha Offering DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this Samooha Offering DPA and the Agreement, this Samooha Offering DPA shall prevail to the extent of that conflict in connection with the Processing of Samooha Personal Data.

10.3. Notwithstanding anything to the contrary in the Agreement or this Samooha Offering DPA, Snowflake’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or relating to this Samooha Offering DPA, the Transfer Mechanisms, and any other data protection agreements in connection with the Agreement (if any), shall be subject to any aggregate limitations on liability set out in the Agreement. Without limiting the Parties’ obligations under the Agreement, each Party agrees that any regulatory penalties incurred by one Party (the “Incurring Party”) in relation to the Samooha Personal Data that arise as a result of, or in connection with, the other Party’s failure to comply with its obligations under this Samooha Offering DPA or any applicable Data Protection Laws shall count toward and reduce the Incurring Party’s liability under the Agreement as if it were liability to the other Party under the Agreement.

10.4. In no event shall this Samooha Offering DPA benefit or create any right or cause of action on behalf of a third party (including a Third-Party Controller), but without prejudice to the rights or remedies available to Data Subjects under Data Protection Laws or this Samooha Offering DPA (including the Transfer Mechanisms).

10.5. This Samooha Offering DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.

EXHIBIT 1

SAMOOHA OFFERING SUB-PROCESSORS AND AFFILIATES

Last Updated: March 6, 2024

To deliver its product and services, Snowflake (as defined in your Agreement)) and its Affiliates may use third-party sub-processors (“Third-Party Sub-Processors”) and Snowflake Affiliates to process personal data subject to the Samooha Offering DPA.

* An overview of relevant laws and practices of relevant third countries for purposes of Clause(14)(c) of the standard contractual clauses approved pursuant to Commission Decision (EU) 2021/914 of 4 June 2021 and the International Data Transfer Addendum issued by the Information Commissioner’s Office under s.119(A) of the UK Data Protection Act 2018, are available by emailing [email protected].

How can current Snowflake customers object to a new Sub-Processor?

If you have entered into the Samooha Offering DPA with Snowflake, you may notify us of an objection to Snowflake’s use of a new Third-Party Sub-Processor used to process the personal data by sending such objection to [email protected] within twenty-eight (28) days after Snowflake’s notice of such new Third-Party Sub-Processor.