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U.S. Customers and Snowflake must resolve all disputes, including payment disputes and indemnification claims, through binding individual JAMS arbitration governed by the Federal Arbitration Act, with an express waiver of jury trial rights and prohibition on class, representative, or consolidated proceedings. The entire arbitration provision is voided only if the class action waiver is found unenforceable.
This analysis describes what Snowflake's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision requires all disputes between U.S. Customers and Snowflake to proceed through individual JAMS arbitration, with JAMS Streamlined Rules applying to claims of $250,000 or less and Comprehensive Rules applying above that threshold. The arbitrator holds exclusive authority to decide all issues of arbitrability, including interpretation, enforceability, and scope of the arbitration agreement.
Under this clause, U.S. Customers must pursue all claims individually through JAMS arbitration rather than through court proceedings or collective actions. The agreement requires arbitration hearings to be conducted at the JAMS office nearest the Customer's U.S. mailing address if Customer initiates, or in San Francisco County, California if Snowflake initiates.
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"EACH PARTY (I) EXPRESSLY AND IRREVOCABLY AGREES THAT, EXCEPT AS EXPLICITLY PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO THE SNOWFLAKE OFFERINGS INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES OR DISPUTES UNDER SECTION 11 (INDEMNIFICATION) ABOVE (COLLECTIVELY, "DISPUTES") WILL BE DETERMINED SOLELY AND EXCLUSIVELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY.Excerpt from Snowflake's Terms of Service
(1) REGULATORY LANDSCAPE: This provision implicates the Federal Arbitration Act, which generally preempts state law restrictions on arbitration agreements in commercial contracts. The FTC and State Attorneys General have authority over unfair or deceptive trade practices that may intersect with mandatory arbitration in consumer-facing contexts. In B2B enterprise agreements, FAA preemption is more consistently applied, though certain state statutes may impose additional requirements depending on the nature of the Customer entity. (2) GOVERNANCE EXPOSURE: Medium. The class action waiver and mandatory arbitration clause are standard in enterprise SaaS agreements and are broadly enforceable in U.S. commercial contexts under the FAA. However, the provision's extension to indemnification disputes and payment disputes is operationally notable. The arbitrator's exclusive authority over arbitrability questions may limit judicial review of the clause's scope. (3) JURISDICTION FLAGS: California, New Jersey, and other states have enacted or proposed legislation limiting arbitration clauses in certain consumer and employment contexts, though enterprise B2B agreements generally receive less regulatory scrutiny. EU Customers are not subject to this clause based on the agreement's structure, as the provision applies to Customers party to Order Forms with U.S. ship-to addresses. U.S. Government Customers are expressly excluded from binding arbitration under this provision. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement and legal teams should assess whether the mandatory arbitration clause applies symmetrically to both parties, which this provision asserts it does. The JAMS filing, administrative, and arbitrator fees are governed by applicable JAMS rules, which for commercial disputes can be substantial. The agreement does not include a fee-shifting or cost-allocation provision beyond the JAMS rules reference. (5) COMPLIANCE CONSIDERATIONS: Legal teams should evaluate whether any Customer entity classification (e.g., government contractor, regulated financial institution) triggers exemptions or additional requirements with respect to mandatory arbitration. The agreement's severability provision states that if the class action waiver is unenforceable, the entire Section 13.3(b) is null and void, which is an unusual structural dependency that procurement counsel should note.
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This provision requires all disputes between U.S. Customers and Snowflake to proceed through individual JAMS arbitration, with JAMS Streamlined Rules applying to claims of $250,000 or less and Comprehensive Rules applying above that threshold. The arbitrator holds exclusive authority to decide all issues of arbitrability, including interpretation, enforceability, and scope of the arbitration agreement.
Under this clause, U.S. Customers must pursue all claims individually through JAMS arbitration rather than through court proceedings or collective actions. The agreement requires arbitration hearings to be conducted at the JAMS office nearest the Customer's U.S. mailing address if Customer initiates, or in San Francisco County, California if Snowflake initiates.
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