Terms of Service

For Snowflake Customers

EFFECTIVE DATE: SEPTEMBER 22, 2022

These Terms of Service (“Terms”) govern Customer’s access and use of Andrews Wharton, Inc.'s (“AWI” “we” or “us”) products and services offered through the Snowflake Marketplace (the “Services”). “Customer” is the organization that you represent in agreeing to these Terms. Your use of the Services indicates that you agree to follow and be bound by the Terms. If you do not agree to the Terms, do not access or use the Services.

1. Definitions

                 1.1.        “Confidential Information” shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Test Data. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

                 1.2.        “Disclosing Party” shall mean the party disclosing Confidential Information to the other party to these Terms.

                 1.3.        “Receiving Party” shall mean the party receiving Confidential Information from the other party to these Terms.

                 1.4.        “Snowflake Marketplace” means an ancillary service offered by Snowflake described in Snowflake’s Marketplace Documentation.

                 1.5.        “Test Data” shall mean the data provided by AWI and made available to Customer through the Snowflake Marketplace.

                 1.6.        “User” shall mean the persons designated and granted access to the Test Data by or on behalf of Customer.

2. Agreement

                 2.1.        License. AWI hereby grants to Customer and each of its Users, a non-exclusive, non-transferable, and revocable license to access, use, deploy, operate, and receive the Test Data subject to and in accordance with these Terms. Customer shall be liable for User’s use of the Test Data. AWI retains all rights not expressly granted to Customer under these Terms.

                 2.2.        Ownership. The Test Data provided shall remain the sole property of AWI and that the Test Data is subject to the copyrights and proprietary rights of the AWI. Customer acknowledges that the Test Data is commercially valuable, proprietary, and confidential to the AWI. Customer further acknowledges that the disclosure of the Test Data by the Customer would (i) enable the Customer to develop its own business, contacts, ideas, reputation, etc. that could be used to the financial detriment of the AWI and (ii) cause significant risks and vulnerability to AWI.

                 2.3.        Use Restrictions.

                             2.3.1.        The Test Data shall be used solely for the express purpose of evaluating the Licensor Data’s fit for purpose and suitability for entering into a commercial relationship with AWI Neither Consumer nor any of its Users may: (i) copy the Test Data, or any material subset thereof; (ii) modify or create derivative works or improvements to the Test Data, or any material subset thereof, in order to build a competitive product or service; (iii) publish, disseminate, distribute, or provide access of any kind to the Test Data, or any material subset thereof, to any third party; (iv) sell, sublicense, loan, lease, assign, authorize others to access, use, disclose, or attempt to grant any rights to, the Test Data, or any material subset thereof, to third parties; or (v) except as permitted by law, decompile, disassemble, or reverse engineer the Test Data. Customer will not remove, delete or alter any trademarks, copyright notices, or other proprietary notices of AWI or its licensors, if any. For the avoidance of doubt, nothing in these Terms prohibits Customer from independently developing or building a competitive product or service. Further, the Test Data shall not be used for any purposes for (i) adult entertainment, including but, not limited to,, pornography; (ii) illegal firearms; (iii) illegal gambling; (iv) any product, service, or advertising that is illegal in the locality in which the advertisement is sent or received, or (v) insurance eligibility, underwriting, or any other Fair Credit Reporting Act purposes including, without limitation, to discriminate on the basis of race, gender, religion, sexual orientation, or in any way that could be deemed unfair under applicable law.

                             2.3.2.        Customer shall keep the Test Data separate from all other databases except as needed to perform the purposes stated herein without the express written permission of the AWI, and shall not use or permit the use of the Test Data to modify or enhance any other database, or for any other purpose whatsoever.

                             2.3.3.        Security. Customer shall employ reasonable administrative, technical and physical safeguards to protect the Test Data from any unauthorized use, publication, or disclosure by its Users, agents, employees, or others.

                 2.4.        Confidentiality. The Receiving Party (i) shall treat the Disclosing Party’s Confidential Information in confidence and protect it with the same degree of care as the Receiving Party uses to protect its own confidential or proprietary information, but no event shall the Receiving Party use less than reasonable care; (ii) shall not use Confidential Information for any purpose other than in connection with these Terms; and (iii) except as required by law, shall not disclose the Confidential Information to any person other than those need to know for the purpose of fulfilling these Terms. Breach of confidentiality may cause irreparable damage and therefore, in addition to all other remedies available at law or in equity, the injured Party shall have the right to seek equitable and injunctive relief, without the need to post a bond, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use or disclosure. The duty to protect Confidential Information disclosed under these Terms shall continue for as long as the Confidential Information remains confidential.

                 2.5.        Privacy. Customer shall comply with all applicable federal, state or municipal laws, rules, or regulations in fulfilling its obligations under these Terms. Customer shall comply with the Data Processing Addendum attached in Exhibit A which are hereby incorporated by reference.

                 2.6.        Representations and Warranties. Each party represents, warrants, and covenants that: (a) it has the full right, power, and authority to enter into these Terms and to perform the acts required of it hereunder; (b) and the performance of its binding obligations and duties do not violate any agreement to which each Party is bound.

                 2.7.        Termination and Destruction. After thirty-days (30) of receipt of the Test Data, the Customer shall, (i) cease any and all use of the Test Data by Customer and its Users; (ii) delete the Test Data and any  records of the Test Data from its systems.

                 2.8.        Warranty. AWI represents and warrants that Test Data has been legally obtained, and that AWI has the authority to provide the Test Data for the purposes set forth herein. Except for this limited warranty, the Test Data is provided “AS IS” and without warranty of any kind, express or implied.

                 2.9.        Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY. EXCEPT FOR AWI’S DAMAGES CAUSED BY CUSTOMER’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, CUSTOMER’S AGGREGATE LIABILITY TO AWI SHALL NOT EXCEED $500,000.

              2.10.        Indemnification. Each Party agrees to indemnify and hold the other Party harmless from and against any third-party claim, action, or liability, including damages, costs, expenses, and reasonable attorneys’ fees, that may arise against the Indemnified Party as the result of: (i) the Indemnifying Party’s failure to comply with all applicable Laws and regulations; or (ii) the misappropriation or misuse of the Indemnified Party’s Confidential Information by the Indemnifying Party; and (iii) any third-party claim that the materials provided to it by the Indemnifying Party pursuant to these Terms (including, but not limited to, any Licensor-provided data or other content or Confidential Information) infringes a valid patent, trademark, or copyright, or misappropriation of a trade secret of a third-party. 

              2.11.        General Terms.

                           2.11.1.        Publicity. Neither Party shall (i) use the names(s), trademark(s), or trade name(s) (whether registered or not) of the any other party; or (ii) publicly refer to the other Party or the existence of these Terms in publicity releases, promotional materials, business plans, investment memoranda, announcements, advertising, or in any other manner, without securing the other party’s prior written approval. The trademarks, trade names, copyrights and all other intellectual property belonging to any of the parties may not be used by any party except as specifically set forth herein. Neither Party shall gain a right, title or interest in or to the other Party’s intellectual property by reason of these Terms. Further, Customer shall not infer or directly reference any named Licensor data attributes in creative marketing.

                           2.11.2.        Relationship of the Parties. The Parties are independent contractors and no employment, agency, or joint venture, including with respect to Snowflake, is created hereunder. Neither Party may assign or transfer these Terms or any rights or delegate any duties herein without the prior written consent of the other Party, which will not be unreasonably withheld, delayed, or conditioned.

                           2.11.3.        Assignment. Neither Party may assign these Terms without the prior written consent of the other parties. The parties agree that each is an independent contractor and none of the parties will represent to third parties that it is the agent or representative of the other. These Terms are not intended to constitute, create, give effect to, or otherwise recognize a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth herein.

                           2.11.4.        Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

                           2.11.5.        Applicable Law. These Terms are deemed to be made and executed in the State of New York and the laws and decisions of New York shall control the construction, interpretation, validity and enforcement of these Terms.

                           2.11.6.        Severability. Should any provision of these Terms be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of these Terms shall be unaffected thereby and shall continue to be valid and enforceable.

                           2.11.7.        Entire Agreement. The terms and conditions stated herein shall constitute the complete and exclusive statement of the terms hereof and shall supersede all prior oral and written statements of any kind with respect to the content of these Terms.

Data Processing Addendum

1.        US Processing Only.  The Parties acknowledge and agree that this Data Processing addendum (the “Addendum”) relates only to the processing of Personal Information and Personal Data (each as defined in applicable law) supplied by AWI to Customer under the Terms of Service including the “Test Data” (defined in the Terms of Service) (the “AWI Personal Data”) by Customer and its Users (as defined in the Terms of Service) of individuals in the United States (“Consumers”). As necessary, the Parties agree to enter into a separate agreement relating to Customer’s processing of Personal Data of individuals outside the United States on AWI’S behalf.

2.        Compliance with Laws.  Each Party shall, and is responsible for, its compliance with applicable data protection laws in connection with the processing of AWI Personal Data, including but not limited to compliance with the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (“TCPA”), and applicable state privacy laws such as the California Consumer Privacy Act and its amendments (“CCPA”).

3.        Audit Rights & Obligations.

 3.1.        Internal Audits.  Upon AWI’S written request, Customer shall provide AWI, at Customer’s expense, with the results of the most recent data security compliance reports or any audit performed by or on behalf of Customer, if any, that assesses the effectiveness of Customer’s information security program, system(s), internal controls, and procedures relating to the processing of AWI Personal Data (e.g. SOC 2 report or other).

 3.2.        AWI Audits.  In the event of an Information Security Incident (as defined in Section 6 below), AWI may, during normal business, audit Customer’s facilities, procedures, processing, and maintenance of AWI Personal Data, and compliance with its obligations under the Terms of Service, including this Addendum. Customer shall reasonably cooperate with such audit by providing access to knowledgeable personnel, physical premises as applicable, documentation, infrastructure that processes AWI Confidential Information and/or AWI Personal Data or otherwise has access to AWI’S networks and systems. AWI shall be responsible for its costs and expenses of such audit (or the fees and costs of the third party performing the audit), unless such audit reveals a material breach of the Terms of Service  including this Addendum, in which case Customer will reimburse AWI for such costs and expenses. Customer will promptly address and correct all material breaches identified in any such audit.

 3.3.        Governmental Investigation or Audit.  Customer shall inform AWI as soon as possible if a regulator or governmental authority requests an investigation or audit of Customer relating to Customer’s processing of AWI Personal Data. Customer also will assist AWI (at AWI’S expense) in the event of an investigation or audit by a regulator or governmental authority of AWI to the extent that such investigation or audit relates to Customer’s processing of AWI Personal Data.

4.        Consumer Requests.  Customer shall immediately forward to AWI any valid Consumer request arising from applicable law relating to AWI Personal Data. Customer shall provide all reasonable cooperation necessary for AWI to fulfill a valid Consumer request.

5.        Customer Personnel Access. Customer shall limit access to AWI Personal Data by its employees or agents (“Personnel”) to those Personnel who require access to AWI Personal Data to perform their roles and responsibilities in connection with Customer’s processing of AWI Personal Data. Customer shall provide appropriate training to its Personnel to ensure they comply with their obligations under this Addendum and applicable data protection laws.

6.        Data Security Incidents.

 6.1.        Notice.  Customer shall notify AWI at privacy@andrewswharton.com within 72 hours of discovering that an Information Security Incident has occurred. “Information Security Incident” shall mean any event involving a known, actual, or suspected unlawful or unauthorized acquisition of AWI Personal Data.

 6.2.        Notice Requirements.  The notice shall include:

          6.2.1.1.        a description of the security breach, including the date and time the security breach was discovered;

          6.2.1.2.        an overview of the affected AWI Personal Data;

          6.2.1.3.        the number of affected Consumers;

          6.2.1.4.        expected consequences of the Information Security Incident; and

          6.2.1.5.        a description of the measures taken by Customer to limit such consequences.

 6.3.        Information Security Incident Response.  In connection with any Information Security Incident, Customer shall immediately and to the extent reasonably possible, take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident. Customer shall cooperate as fully as possible with AWI’S investigation into the Information Security Incident and provide all necessary information, access and materials necessary to satisfy AWI’S investigation and resolution of the Information Security Incident and to enable AWI to comply with applicable requirements under data protection laws.

 6.4.        Remedial Measures.  Subject to the limitations set forth in section 2.11 (Limitations of Liability) of the Terms of Service, Customer shall be responsible for all commercially reasonable costs arising from any Information Security Incident to the extent such Information Security Incident occurs as a result of an act or omission of Customer, its affiliates or Personnel, or of any sub-processor of Customer. Without limiting the foregoing, Customer acknowledges and agrees that an Information Security Incident may, as required by applicable law, require:  (i) an investigation of the Information Security Incident; (ii) the tracking and recovering of AWI Personal Data, if possible; (iii) providing notifications (whether in AWI’S or Customer’s name) to all Consumers affected by the Information Security Incident and applicable regulators or governmental authorities; and/or (iv) providing other remedies to the Consumers affected by the Information Security Incident. In addition to any rights or remedies in the Terms of Service, in the event of an Information Security Incident, AWI may immediately terminate the Terms of Service in its entirety or a particular order upon notice to Customer, without any further liability or obligation to AWI, except for such liability or obligations that survive termination of the Terms of Service.

 6.5.        Retention.  Customer shall retain AWI Personal Data for only so long as necessary to perform its obligations under the Terms of Service unless otherwise required under applicable laws. Upon termination or expiration of the Terms of Service or earlier as requested by AWI, Customer shall destroy all AWI Personal Data in its possession, custody, and control, except for such information as must be retained under applicable law. To the extent that Customer retains any such information beyond termination or expiration of the Terms of Service or as earlier requested by AWI because such retention is required under applicable law, Customer shall immediately destroy all such information so retained once such retention is no longer required under applicable laws. At AWI’S request, Customer shall provide AWI with written confirmation of the destruction of AWI Personal Data.

7.        Security Program. Customer shall employ reasonable administrative, technical, and physical safeguards to protect the AWI Personal Data from any unauthorized use, publication, or disclosure by its Users, agents, employees, or others. Customer has developed and implemented and will consistently update and maintain as needed: (i) a written and comprehensive information security program in compliance with applicable data protection law; and (ii) reasonable policies and procedures designed to detect, prevent, and mitigate the risk of data security breaches or identify theft. Specifically, the Security Program shall include, at a minimum:

 7.1.        a data loss prevention program, with appropriate policies and/or technological controls designed to prevent loss of AWI Personal Data; and

 7.2.        a disaster recovery/business continuity plan that addresses ongoing access, maintenance and storage of AWI Personal Data as well as security needs for back-up sites and alternative communication networks.

 7.3.        reasonable steps to limit disclosure of and access to AWI Personal Data to only those Personnel who have a business need to access AWI Personal Data in order to fulfill Customer’s obligations under the Addendum.

 7.4.        maintain appropriate physical security measures for any facility used to process AWI Personal Data and continually monitor any changes to the physical infrastructure, business, and known threats.

 7.5.        perform vulnerability scanning and assessments are performed on new and key applications and the infrastructure based on risk.

 7.6.        secure its computer networks using multiple layers of access controls to protect against unauthorized access.

 7.7.        identify computer systems and applications that warrant security event monitoring and logging, and reasonably maintain and analyze log files.

 7.8.        encrypt all AWI Personal Data in its possession, custody, or control while in transit.

 7.9.        deploy all applicable and necessary system security patches to all software and systems that process, store, or otherwise support the Addendum.

7.10.        use up-to-date, industry standard, commercial virus/malware scanning software that identifies malicious code on all of its systems that collect, use, disclose, store, retain or otherwise process AWI Personal Data.

8.        Indemnification.  Customer agrees to fully indemnify, defend and hold harmless AWI, its directors, officers, employees and agents from and against any and all losses, damages, fees and expenses arising from any claims due to, arising out of, or relating in any way to Customer’s (a) actual or alleged breach of this Addendum; (b) Customer’s gross negligence or willful misconduct; (c) Customer’s violation of applicable law as it relates to the Terms of Service including this Addendum; and (d) loss or misuse of AWI Personal Data. These remedies are in addition to any other remedies available to AWI at law or specified in the Terms of Service.