These Terms of Service (the “Terms” or “Agreement”) are a legal and binding agreement between you (“You” or “User”) and SnowExporter.com LLC (“Provider”) and govern User’s access to and use of the cloud-based autonomous bots developed for use within the Snowflake platform that Provider may make available to User under these Terms (the “Subscription Services”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS ON DAMAGES YOU MAY CLAIM AGAINST PROVIDER AND INDEMNIFICATION OBLIGATIONS YOU OWE TO PROVIDER. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SUBSCRIPTION SERVICES.
BY CLICKING “I AGREE,” INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES AS A SNOWFLAKE NATIVE APPLICATION, OR OTHERWISE USING THE SUBSCRIPTION SERVICES, USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USER HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AND USING THE SUBSCRIPTION SERVICES AS A REPRESENTATIVE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO AGREE TO THESE TERMS ON THAT ENTITY’S BEHALF AND HEREBY BIND THAT ENTITY TO THESE TERMS, AND “USER” HEREBY REFERS TO YOU AND THAT ENTITY COLLECTIVELY. IF USER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICES. IF YOU (A) DO NOT AGREE TO ALL OF THESE TERMS; (B) ARE NOT THE AGE OF MAJORITY IN YOUR STATE OF RESIDENCE; (C) DO NOT POSSESS THE LEGAL AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF THE ENTITY YOU REPRESENT, IF APPLICABLE, OR (D) IF YOU ARE PROHIBITED FROM ACCESSING OR USING THE SUBSCRIPTION SERVICES BY LOCAL LAWS WHICH ARE APPLICABLE TO YOU, YOU MUST NOT ACCESS OR USE THE SUBSCRIPTION SERVICES.
Changes
Provider may modify or make changes to these Terms at any time. User agrees to periodically review these Terms for updates and revisions and agrees to be bound by any such modifications, updates and revisions. Any new features or tools which are added to the Subscription Services shall also be subject to these Terms. All updates and changes are effective immediately upon posting and apply to User’s continued use of or access to the Subscription Services. User’s continued use or access to the Subscription Services following the posting of any updates or changes constitutes User’s acceptance thereof, whether User is given notice of such updates or changes or not. For clarity, if any of the terms and conditions of these Terms, or any future updates or changes thereto, are unacceptable to User, User must discontinue User’s use of or access to the Subscription Services.
Provider may also alter or make changes to the Subscription Services that Provider makes available to User, and Provider may choose to modify, suspend or discontinue the Subscription Services or any portion of them, in each case at any time and without notifying you.
License
Subject to User’s compliance with these Terms, Provider hereby grants to User a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Subscription Services, in the form provided by Provider, in connection with User’s use of the Snowflake platform and applications available for use on the Snowflake platform, and subject to User’s acceptance of applicable Snowflake subscription terms and any additional limitations specified by Provider or applicable law.
Obligations as User
To access and use the Subscription Services, User must have an active Snowflake account. User must keep User’s account and password confidential and secure. User must not share User’s account credentials or password with anyone else or permit anyone to access the Subscription Services using User’s account and password. User is solely responsible for any and all access and use of the Subscription Services that occurs using the User’s Snowflake account. User must immediately notify Provider of any unauthorized use of the Subscription Services or if User has any reason to believe that the security or confidentiality of User’s account and access to the Subscription Services has been compromised.
User shall not use the Subscription Services for any purposes beyond the scope of the license granted in these Terms.
Use Restrictions
User shall not at any time, directly or indirectly, and shall not allow any other individual or entity to: (a) copy, modify or create derivative works of the Subscription Services, in whole or in part, in any manner; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; (d) use the Subscription Services on a time sharing, service bureau, application service provider (ASP), rental or other similar basis; (e) remove or alter any proprietary notices from the Subscription Services; (f) distribute any copy of the Subscription Services to any third party or permit any third party to access or use the Subscription Services; (g) use the Subscription Services other than with products or services provided by Provider or through the Snowflake platform; (h) deactivate, modify or impair the functioning of any disabling code in the Subscription Services; (i) circumvent or disable Provider copyright protection mechanisms or license management mechanisms; (j) use the Subscription Services in violation of any applicable law, to support any illegal activity, or in any way other than in accordance with applicable law; (k) use the Subscription Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or (l) use any Subscription Services, or allow the transfer, transmission, export, or re-export of the Subscription Services or portion thereof, in violation of any applicable law or regulation, including any export control laws or regulations administered by the U.S. Commerce Department or any other government agency. Provider expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing.
Intellectual Property
Provider owns or licenses and will retain all right, title and interest in and to the Subscription Services and all related software and other technology used to deliver the Subscription Services, and to all intellectual property rights in and to all such Subscription Services, software and other technology. Provider does not grant in connection with these Terms any license or other right that is not expressly stated in these Terms with respect to any Subscription Services, software, product, technology, data or intellectual property rights, whether by implication, statute, inducement, estoppel or otherwise, and Provider hereby reserves all of its rights other than the limited license expressly granted above in these Terms.
Feedback. If User sends or transmits any communications or materials to Provider, whether by mail, email, telephone, or otherwise, suggesting or recommending changes to the Subscription Services, including without limitation, new features, corrections, modifications or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Provider is free to use such Feedback in accordance with applicable law irrespective of any other obligation or limitation between the User and Provider governing such Feedback. User hereby assigns to Provider all right, title, and interest in, and Provider is free to use, without any attribution or compensation to User, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
Privacy
User and Provider agree to terms of the Privacy Policy available at https://snowexporter.com/privacy-policy/.
User Data
User hereby grants Provider a license to use any and all information and data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of User to Provider (collectively, “User Data”) (i) to process User Data pursuant to User’s use requirements, (ii) for maintenance, support and improvement of Provider’s platform, products and services, and (iii) to collect and use aggregate, non-identifying and anonymized data for research, development, statistical and benchmarking purposes, provided that Provider will comply with applicable laws and regulations in connection with its collection and use of such anonymized data.
Warranties
User represents, warrants and covenants to Provider that (a) User has obtained any and all necessary consents and approvals pursuant to applicable laws (including without limitation lawful court orders, warranties or similar legal mechanisms) to use the Subscription Services and provide any User Data to Provider through the Subscription Services; (b) User will only use the Subscription Services in compliance with all applicable laws; and (c) User will only use the Subscription Services in accordance with the consents and approvals obtained pursuant to applicable laws.
Disclaimer of Warranty
THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. USER’S USE OF THE SUBSCRIPTION SERVICES AND ANY THIRD PARTY SOFTWARE IS AT USER’S OWN RISK. TO THE GREATEST EXTENT PERMITTED BY LAW, NEITHER PROVIDER NOR ITS LICENSORS MAKES, AND PROVIDER AND ITS LICENSORS HEREBY DISCLAIM, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, SUITABILITY, PERFORMANCE, ACCURACY, RELIABILITY, ACCURACY OF DATA, QUIET ENJOYMENT, OPERABILITY, CONDITION, INTEGRATION, TITLE, NON-INTERFERENCE AND NON-INFRINGEMENT. FURTHER, NEITHER PROVIDER NOR ANY LICENSOR WARRANTS, GUARANTEES, OR MAKES ANY REPRESENTATIONS THAT THE SUBSCRIPTION SERVICES WILL BE FREE FROM DEFECTS, WHETHER LATENT OR PATENT, BUGS OR THAT THE SUBSCRIPTION SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR THAT THE SUBSCRIPTION SERVICES OR ANY WRITTEN MATERIALS WILL BE CORRECT, ACCURATE, SECURE OR RELIABLE, FREE FROM HARMFUL CODE, OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
Indemnification
Subject to applicable law, User shall indemnify, hold harmless, defend, or at its option settle, any third party claim or suit against, and any losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by, Provider based on a claim: (i) of any breach of these Terms, including the Privacy Policy, by User, its affiliates, employees, agents, successors and assigns; or (ii) relating to or based on the activities conducted by User or permitted by User, using or that used the Subscription Services or to any other use of or access to the Subscription Services other than as expressly authorized herein; and User shall pay any final judgment entered against Provider in any such proceeding or agreed to in settlement. Provider will notify User in writing of such claim or suit and give all information and assistance reasonably requested by User or such designee.
No Indemnification By Provider
User’s use of the Subscription Services is being provided free of charge. Therefore, Provider will have no obligation to defend, indemnify or hold User harmless for any third party claims, suits, actions, proceedings or demands arising out of or related to this Agreement or User’s use of the Subscription Services, or for any losses, damages, settlement amounts, liabilities or expenses incurred by User in connection with such third party claims, suits, actions, proceedings or demands. This paragraph shall survive the termination of this Agreement.
Limitation of Liability
USER’S USE OF THE SUBSCRIPTION SERVICES IS BEING PROVIDED FREE OF CHARGE. UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL PROVIDER OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THESE TERMS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE OR OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS. PROVIDER’S TOTAL, CUMULATIVE AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THESE TERMS, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, INDEMNIFICATION OBLIGATIONS, TORT OR OTHERWISE, SHALL BE LIMITED TO $100. THE FOREGOING LIMITATION IN THIS SECTION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THAT LIMIT. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. USER ACKNOWLEDGES AND AGREES THAT IT HAS FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FINDS IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Rights of Termination
Provider may revoke the license and terminate User’s right to access the Subscription Services immediately (i) if User violates the License, Obligations as User, Use Restrictions, Confidentiality, Warranties or Government Use provisions, or (ii) Provider elects to discontinue making the Subscription Services available. Upon any termination of this Agreement, all licenses granted in this Agreement shall automatically and immediately terminate.
Injunctive Relief
Each party agrees that: (a) the restrictions set forth in these Terms are reasonable in the circumstances and all defenses to the strict enforcement thereof by each party are waived; (b) a violation of these Terms will result in immediate and irreparable harm and damage; and (c) in the event of any violation of any provision of these Terms, the party suffering damage shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
Government Use
If User is part of an agency, department, or other entity of the United States Government or other government agency (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Subscription Services, Third Party Software, any related documentation and technical data is restricted in accordance with the Federal Acquisition Regulations (FAR) 48 C.F.R. §12.211 and 48 C.F.R. §12.212 for civilian agencies and the Defense Federal Acquisition Regulation Supplement (DFARS) 48 C.F.R. §227.7102-2 and 48 C.F.R. §227.7202 for military agencies. The Subscription Services, Third Party Software, documentation and any derivatives thereof are “commercial items”, “commercial computer software” and “computer software documentation” as defined 48 C.F.R. §2.101. The use, duplication, reproduction, release, modification, disclosure or transfer of the Subscription Services, Third Party Software, documentation and technical data is further restricted in accordance with the terms of these Terms, or any modifications thereto. Consistent with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-1 through 48 C.F.R. §227.7102-3, and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, User acknowledges and agrees that the Subscription Services and Third Party Software are provided to User: (i) only as “commercial items”, “commercial computer software” and “computer software documentation”, and (ii) with only those rights as are granted to all other users pursuant to Provider’s (or the Third Party Software licensors’) standard terms. This section is in lieu of, and supersedes, any FAR, the DFARS, or other clause or provision that addresses Government rights in computer software or technical data.
Export Controls
User shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the United States or foreign agency or authority. User will not export, or allow the export or re-export, of the Subscription Services in violation of any such laws, restrictions or regulations.
Force Majeure
Provider will be excused from performance and will not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the reasonable control of Provider, including but not limited to, war, civil disobedience, actual or threatened act of terrorism, hacking or other cyber-attacks, act of any government or any agency or subdivision thereof affecting the terms of this contract or otherwise, judicial action, epidemic or pandemic, act of God, or technical failures.
Governing Law and Venue
These Terms shall be governed by and construed under the laws of the State of Delaware, U.S.A. without regard to the conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The sole and exclusive jurisdiction and venue for actions arising under these Terms shall be the state and federal courts in Delaware. User hereby agrees to service of process in accordance with the rules of such court.
General
These Terms set forth the entire agreement and understanding of the parties with respect to the Subscription Services, and these Terms supersede and nullify all other statements, agreements, or understandings, oral or written, made between the parties. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. The failure of Provider to act with respect to a breach of these Terms by User or others does not constitute a waiver and shall not limit Provider’s rights with respect to such breach or any subsequent breaches.