3.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and Snowflake may assign these Terms in its entirety to any Authorized Snowflake Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign these Terms except as expressly authorized under this section will be null and void.

3.2 Severability; Interpretation; Conflicts. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of these Terms. These Terms govern and control in the event of a conflict with the Preview Terms or any other ancillary documents or provisions applicable to the Samooha Offering unless otherwise expressly agreed in writing by the parties.

3.3 Dispute Resolution. Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of the contract between the parties which are allegedly being breached). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or confidential information.

​

3.4 Governing Law; Jurisdiction and Venue; Authorized Snowflake Affiliate. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both parties hereby submit to the personal jurisdiction of such courts. While the Snowflake entity contracting with Customer or the Customer Affiliate remains fully liable and responsible for all Snowflake obligations under these Terms, the parties acknowledge that certain Snowflake obligations under these Terms may be fulfilled by other Authorized Snowflake Affiliates, including without limitation, Snowflake Inc.

​

3.5 Notice. Any notice or communication required or permitted under these Terms must be in writing (in English) and addressed to the parties via email: (i) for Snowflake, notice must be sent to legalnotices@snowflake.com; and (ii) for Customer, to the email address registered and maintained in the Service or if no such email is registered, Customer acknowledges that the means of notification shall be at Snowflake’s reasonable discretion (which may include using the Customer-designated email address associated with the “OrgAdmin” or “AccountAdmin” roles of the affected Account(s)). Where no such email is registered, and Snowflake’s ability to timely notify shall be negatively impacted. Notices will be deemed to have been received by the addressee upon the day of sending by email. Snowflake may change its email address for notices under these Terms by providing Customer written notice in accordance with this Section 3.5. Customer may change its email address for notices by updating it within the Service.

​

3.6 Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on the Snowflake website. Snowflake may also unilaterally terminate these Terms and determine that the Samooha Offering is subject to other terms, or is part of the Service and governed by the Customer Agreement (with or without supplemental terms governing the Samooha Offering). For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 3.5 (Notice). Customer’s sole and exclusive remedy if it does not agree to any updates or changes to these Terms will be to terminate these Terms by providing written notice to Snowflake and cease any further use of the Samooha Offerings. Customer’s failure to terminate these Terms within ten (10) days after any change will constitute Customer’s consent to such change.

​

3.7 Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

​

3.8 Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Notwithstanding the foregoing, Snowflake may change and update the Samooha Offering (in which case Snowflake may update the applicable Samooha Documentation accordingly). For clarity, all URL terms expressly referenced herein include any updates made thereto, as posted to https://www.snowflake.com/legal or a successor website designated by Snowflake.

​

3.9 Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms, except to the extent expressly stated in these Terms.

​

3.10 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

​

3.11 Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent and neither party’s employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.

​

3.12 Export Control. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Samooha Offering under these Terms. Without limiting the foregoing, Customer represents and warrants that it: (a) is not listed on, or majority-owned by any entity listed on, any U.S. government list of prohibited or restricted parties; (b) is not located in (or a national of) a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a “state sponsor of terrorism”; (c) will not (and will not permit any third parties to) access or use the Samooha Offering in violation of any U.S. export embargo, prohibition or restriction; and (d) will not submit to the Samooha Offering any information that is controlled under the U.S. International Traffic in Arms Regulations.