Non-Cancelable Fees and Non-Refundable Payment Obligations

What it is

All payment obligations under executed Order Forms are non-cancelable and fees paid to Snowflake are non-refundable, except in the specific circumstances identified in the agreement, including Customer termination for cause or a warranty non-conformity Snowflake cannot correct.

Why it matters (compliance & governance perspective)

This provision establishes that committed subscription fees are not subject to cancellation or refund once an Order Form is executed, unless one of the enumerated exceptions applies. The agreement separately provides that if Snowflake terminates for cause, all outstanding payment obligations under all Order Forms immediately accelerate and become due.

Consumer impact (what this means for users)

Under this clause, Customers are financially committed to the full amount of fees in any executed Order Form for the applicable Subscription Term. Refunds are available only in specific contractual circumstances: Customer termination for Snowflake's uncured material breach, or a warranty non-conformity Snowflake cannot correct, limited to prepaid unused fees for the applicable service.

What you can do

Institutional analysis (regulatory & governance intelligence)

(1) REGULATORY LANDSCAPE: Non-refundable fee provisions in commercial SaaS agreements are not directly regulated at the federal level in the U.S. for B2B transactions, though FTC unfair practices authority and state consumer protection statutes may apply depending on the Customer entity type and jurisdiction. The clause's qualifier 'to the extent permitted by law' preserves some regulatory flexibility. (2) GOVERNANCE EXPOSURE: Medium. The non-cancelable fee structure is standard in enterprise SaaS subscription agreements. However, the acceleration clause upon Snowflake's termination for cause, which makes all outstanding fees under all Order Forms immediately due, creates significant financial exposure for Customers with large committed spend across multiple Order Forms. (3) JURISDICTION FLAGS: Certain jurisdictions, particularly in the EU and some U.S. states, may impose requirements on refund and cancellation rights that could interact with this provision. The clause's 'to the extent permitted by law' qualifier acknowledges this dependency without specifying which jurisdictions trigger carve-outs. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess total committed spend across all Order Forms when evaluating the financial risk associated with potential termination for cause by Snowflake. The acceleration of all outstanding fees upon Snowflake's termination for cause is a provision that may warrant negotiation in high-value agreements. (5) COMPLIANCE CONSIDERATIONS: Legal teams should map all active Order Forms and their remaining Subscription Terms to assess the maximum acceleration exposure. Organizations subject to budget or appropriations constraints should confirm that the non-cancelable commitment structure is compatible with applicable procurement regulations.

Applicable agencies

Provision details

Other risks in this policy

• 30-day data retrieval right after termination high
• All fees accelerate on Snowflake termination for cause high
• Binding arbitration clause for U.S. customers high
• Class action and jury trial waiver for U.S. customers high
• Customer indemnifies Snowflake for customer data and materials claims high
• Customer responsible for all user compliance high