Technical Services Addendum

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Technical Services Addendum

**Last Updated: **June 8, 2020

If Snowflake is providing access to its Software-as-a-Service application (the “Service”) to Customer, such access shall not be governed by this TSA, but by (in order of precedence, as applicable): (i) the fully executed Master SaaS Agreement (“MSaaS”) or similar agreement entered by and between the parties governing the Service; (ii) the then-current version of the Snowflake Terms of Service located at: www.snowflake.com/en/legal or (iii) the then-current version of the Self Service On Demand Terms of Service located at: www.snowflake.com/en/legal (the “Main Terms”). Except as set forth in this TSA as applicable to Technical Services, this TSA shall otherwise be subject to the Main Terms. Any defined terms used herein but not defined will have the meaning as defined in the Main Terms.

1. Technical Services. Under this Technical Services Addendum (“TSA”), certain consulting, training or educational services will be provided to Customer by or on behalf of Snowflake (“Technical Services”) as further described in a Statement of Work or Order Form (as applicable) referencing this TSA or the Main Terms and executed by both parties describing: (a) the services to be performed, (b) Fees and (c) any applicable milestones, dependencies and other technical specifications or related information related to the Technical Services (each, a “Statement of Work” or “SOW”). All SOWs shall be deemed part of and subject to this TSA and Main Terms.

2. Changes to Scope. Any requirement(s) or deviations from the scope of work or terms that are not specifically included and described in an SOW will be considered outside the scope and must be procured separately through a formal, written, signed amendment or change order to the SOW (“Change Order”) that may result in additional cost or modified terms.

3. Customer Obligations.

3.1. Assistance. Customer agrees to provide Snowflake with reasonable access to Customer Materials (defined below), resources, personnel, equipment or facilities to the extent such access is necessary for the provision of Technical Services. Snowflake shall have no liability and shall be excused from the performance of Technical Services with respect to its inability to perform such Technical Services to the extent caused by Customer’s failure or delay to provide necessary Customer Materials in a timely manner.

3.2. Customer Materials. Customer hereby grants Snowflake a limited right to use any Customer materials provided to Snowflake in connection with Technical Services (the “Customer Materials”) solely for the purpose of providing Technical Services to Customer. Customer will retain any of its rights (including all intellectual property rights) in the Customer Materials. Customer represents and warrants to Snowflake that Customer has sufficient rights in the Customer Materials to grant the rights granted to Snowflake in this Section and that the Customer Materials do not infringe or violate the intellectual property, publicity, privacy or other rights of any third party.

4. Deliverables and Snowflake Technology.

**4.1. License to Deliverables. **Unless otherwise set forth in the applicable SOW, subject to this TSA, Snowflake hereby grants Customer a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Deliverables solely in connection with such Customer’s use of the Snowflake Service during the period in which such Customer has valid access to the Snowflake Service. Customer may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license, sublicense or grant a security interest in all or any portion of the Deliverables. “Deliverables” means anything provided to Customer under this TSA, including, but not limited to all deliverables, work product, code (including SQL queries) and any derivative, enhancement or modification thereof, but does not include any Customer Materials.