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General liability is capped at fees paid in the prior 12 months under the applicable Order Form. Data protection claims are subject to a separate cap equal to two times that amount. Both caps apply on an aggregated basis across all affiliated entity agreements and are not cumulative with each other.
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 establishes the maximum financial exposure for both parties across all claim types, with a specific elevated cap for data protection claims that acknowledges the higher potential liability associated with data incidents. The aggregation of both caps across all affiliated entity agreements means that Customers with multiple affiliates on separate Order Forms share a single combined cap.
Under this clause, the maximum amount recoverable from Snowflake for any claim, including data protection claims, is linked to the fees paid under the applicable Order Form in the prior 12 months. For data protection claims, that cap is doubled to two times the prior 12 months of fees. The caps apply in aggregate across all affiliated entity agreements.
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"SUBJECT TO SUBSECTION (C) BELOW, EACH PARTY'S AND ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO SNOWFLAKE IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES ("GENERAL LIABILITY CAP"); (C) IN THE CASE OF "DATA PROTECTION CLAIMS," EACH PARTY'S AND ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNT ACTUALLY PAID OR PAYABLE TO SNOWFLAKE IN THE PRIOR TWELVE (12) MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES ("DATA PROTECTION CLAIMS CAP").Excerpt from Snowflake's Terms of Service
(1) REGULATORY LANDSCAPE: Data protection liability caps may interact with GDPR enforcement frameworks, which establish data subject rights and potential regulatory penalties independently of contractual liability limits. The GDPR and applicable national data protection laws may not be constrained by contractual caps as between a controller and processor in all respects, particularly with respect to regulatory fines assessed by supervisory authorities. CCPA and state data breach notification statutes may similarly establish obligations independent of contractual caps. (2) GOVERNANCE EXPOSURE: High. The aggregation of liability caps across all affiliated entities is operationally significant for large enterprise customers with multiple Snowflake agreements. A Customer with several affiliates each processing large volumes of data may find that the aggregated cap is substantially lower than the potential exposure from a significant data incident across the enterprise. (3) JURISDICTION FLAGS: EU and UK data protection law may impose obligations on both parties that are not fully addressable through contractual liability caps. California's CPRA and Illinois data protection statutes may create exposure that interacts with but is not fully resolved by the contractual cap structure. Organizations in regulated industries such as financial services and healthcare face additional statutory exposure beyond the contractual cap. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should calculate the maximum cap applicable to their organization based on prior 12-month spend across all affiliated Order Forms. For data-intensive deployments, the 2x multiplier for data protection claims may be inadequate relative to the volume and sensitivity of data processed. The provision that the general cap and data protection claims cap are not cumulative should be noted: the maximum total exposure is the data protection claims cap, not the sum of both caps. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the data protection claims cap, as defined in the agreement, covers all categories of data protection claims relevant to their regulatory obligations, including those arising under GDPR, CCPA, and sector-specific frameworks. The definition of 'Data Protection Claims' should be reviewed in the agreement's definitions section to confirm its scope.
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This provision establishes the maximum financial exposure for both parties across all claim types, with a specific elevated cap for data protection claims that acknowledges the higher potential liability associated with data incidents. The aggregation of both caps across all affiliated entity agreements means that Customers with multiple affiliates on separate Order Forms share a single combined cap.
Under this clause, the maximum amount recoverable from Snowflake for any claim, including data protection claims, is linked to the fees paid under the applicable Order Form in the prior 12 months. For data protection claims, that cap is doubled to two times the prior 12 months of fees. The caps apply in aggregate across all affiliated entity agreements.
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