ARCHIVE U.S. Government Amendment To Snowflake Provider and Consumer Terms 05-31-2024

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

This is an archived version of our U.S. Government Amendment to Snowflake Provider and Consumer Terms dated May 31, 2024. View the current version here.

****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:

**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.

• **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.”

• FEES AND PAYMENTS. 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.”

• 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].”

• Section 6.8 (Taxes) of the Terms is hereby deleted in its entirety and replaced with the following:“6.8. TAXES. [RESERVED].”

• 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.”