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

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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This is an archived version of our U.S. Government Amendment to Snowflake Provider and Consumer Terms dated October 9, 2023. View the current version here.

This U.S. Government Amendment (this “U.S. Government Amendment”) to the Snowflake Provider and Consumer Terms (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 (“Listing Participant”) 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:

CUSTOMER AGREEMENT. Listing Participant understands and agrees that use of the Listing Functionality as a Listing Consumer and/or Listing Provider is contingent upon there being a valid Customer Agreement in effect throughout its use of the Listing Functionality as a Listing Consumer and/or Listing Provider.

• INTRODUCTION. Section 1.5 (Introduction) of the Terms is hereby deleted in its entirety and replaced with the following:“1.5. These Terms are enforceable like any written agreement signed by Listing Participant and Snowflake. By indicating acceptance of these Terms or engaging in Transactions, Listing Participant is accepting all the terms and conditions of these Terms on behalf of the Listing Participant’s entity or ordering activity and not in his or her own individual capacity.”

• FEES AND PAYMENTS. Section 5.4 (Payments) of the Terms is hereby deleted in its entirety and replaced with the following:“5.4. 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 Listing Participant and a Listing Provider, any settlements of such disputes must be agreed upon directly between Listing Participant and the Listing Provider. In the event of a dispute between Listing Participant and a Listing Provider, Listing Participant reserves all rights and remedies under the Terms, the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation. Listing Participant represents and warrants that Listing Participant has the right to use any payment method that Listing Participant submits in connection with a Transaction. Any disputed amounts due to Snowflake by Listing Participant will be resolved under the Contract Disputes Act, 41 U.S.C. 4101-7109, or other applicable law or regulation.”

• Section 5.7 (No Set-Off) of the Terms is hereby deleted in its entirety and replaced with the following:“5.7. No Set-Off. [RESERVED].”

• Section 5.8 (Taxes) of the Terms is hereby deleted in its entirety and replaced with the following:“5.8. 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 Listing Participant’s use of the Listing Functionality as a Listing Provider: Listing Participant will stop using the Listing Functionality to share any Listing Information with Listing Consumers. Further, Listing Participant will allow Listing Consumers who are accessing or using its Listing Provider Materials to continue to access and use the Listing Provider Materials either (i) until the expiration or termination of the Product Agreement, or (ii) as described under the Listing Provider Policies in connection with the “dropping of a share.” The end of this time period will be the “Effective Termination Date.” No termination will entitle Listing Participant to any refund or affect Listing Participant’s obligation to pay all Fees or affect Snowflake’s obligation to pay Listing Participant’s Net Payment (subject to Section 1.3 (Fees and Reports) of Exhibit A (Monetization Offering Terms)) that may have become 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.”