Terms & Conditions

CAPITAL ONE SOFTWARE: HEALTH CHECK DASHBOARD AGREEMENT

Last Updated: August 20, 2025

This Snowflake Health Check Dashboard Agreement (this “Agreement”) provides the terms and conditions governing your access and use of the free software application referred to as Snowflake Health Check Dashboard (“App”) made available by Capital One Software, LLC (“Capital One”) through the marketplace offered by Snowflake (the “Marketplace”). By clicking to or otherwise indicating consent to or accessing or using the App, you agree on behalf of your organization (“Customer”) to be bound by and comply with this Agreement, and you represent and warrant that you have the authority to bind Customer to this Agreement. Capital One may update this Agreement from time to time by notifying Customer of such updates by any reasonable means, including by posting a revised Agreement through the Marketplace and your continued use of the App shall be deemed your agreement to any such modifications.

1. DEFINITIONS. The definitions in the preamble above and in Exhibit A apply to this Agreement.

2. LICENSE.

   a. License. Subject to the terms and conditions of this Agreement, including Sections 2(d) and 2(e), Capital One grants to Customer a limited, revocable, non-exclusive, non-transferable (except as permitted under Section 10(d)), non-sublicensable, license to access, download, and use the App free of charge in the United States of America (the “Territory”) only during the Term (the “License”). Customer will use the App for the sole purpose of performing the health check to detect inefficiencies and opportunities to optimize Customer’s Snowflake account. Capital One has no obligation to provide any support service, onboarding service, or customer success service for the App provided under this License. Capital One has no obligation to address any related complaints, claims or requests, including those related to errors or any other matters for the App. Capital One may revoke the License at any time for any reason.

   b. Authorized Users. The App (i) is only for internal business or commercial (and not personal, family, or household) use, and (ii) may be accessed and used by Customer’s employees and contractors based in the Territory whom Customer has expressly authorized to use the App on Customer’s behalf (collectively, “Authorized Users”). Customer is responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement. Capital One reserves all rights related to the App, other than those expressly granted to Customer under Section 2(a).

   c. Affiliates. With prior written consent of Capital One, the App may be accessed and used by Customer’s Affiliates and their Authorized Users in the Territory as described in Section 2(a), provided that: (i) Customer’s Affiliates agree to be bound by the terms and conditions in this Agreement, including Section 2(d) and 2(e); (ii) Customer remains liable for all obligations hereunder, arising in connection with the Affiliates’ access and use of the App; and (iii) Customer agrees to be liable for all acts and omissions of such Affiliates as if such acts and omissions were performed by Customer.

   d. Restrictions. Customer will not, directly or indirectly, or allow any third parties to: (i) copy the App in any manner or for any purpose; (ii) access or use the App for any purpose not expressly granted in Section 2(a) above, (iii) resell, distribute, publicly display, publicly perform, transfer, lease, loan or make available to third parties the App, including for use by others in any time-sharing, service bureau or similar arrangement; (iv) disassemble, extract, reverse engineer or decompile the App, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the App or use the App to develop any competing software or service; (v) modify, translate, adapt, or create derivative works from the App; (vi) circumvent, disable or otherwise interfere with security-related features of the App; (vii) use the App to engage in an illegal activity; (viii) input, store, or transmit any content that is infringing, defamatory, libelous or violate any rights of a third party; or (ix) input, store, or transmit any Malicious Code through the App. Customer will not remove, obscure, or alter any copyright, trademark, or other proprietary notices which may be affixed to or contained within the App.

   e. User Account. Customer will ensure that each credential issued to an Authorized User will be used by that individual only. Customer is responsible for maintaining the confidentiality of the credentials. Customer is responsible for all activities under Customer’s account and the credentials issued to Authorized Users. In the event that Customer learns that credentials have been compromised, Customer will immediately notify Capital One. Capital One will not be responsible or liable for any loss Customer or any third party incurs as a result of someone else using Customer’s account credentials, whether or not Customer knows about it.

   f. Snowflake Data Cloud. This Agreement is solely between Customer and Capital One. Snowflake is not a party to this Agreement and is not responsible or liable for the App. However, the App requires limited access to the Snowflake Data Cloud environment. It is the Customer’s responsibility to purchase and maintain throughout the entire Term a license to or right to use the Snowflake Data Cloud, which is necessary for the App to function as intended. If access to the Snowflake Data Cloud is terminated for any reason or Capital One or Customer no longer has the right to use the Marketplace, Capital One will be unable to provide the App and the License shall be terminated immediately. Customer acknowledges that Capital One is not responsible or liable for Customer’s relationship with Snowflake, Snowflake’s provision of the Snowflake Data Cloud, or security of data residing in Snowflake Data Cloud. Customer agrees not to use the App in a manner that would violate the terms of use or any other agreement with Snowflake relating to the Snowflake Data Cloud.

3. DATA.

   a. Customer Data. In order for the App to function as intended, the App requires limited access to certain metadata available from the Snowflake Data Cloud database schemas relating to Customer’s account usage and organization usage of the Snowflake Data Cloud (the schemas are currently referred to by Snowflake as “account usage” and “organization usage”) (e.g., see https://docs.snowflake.com/en/sql-reference/snowflake-db) (collectively, the “Snowflake Usage Data”). For clarity, Capital One does not collect or view any Snowflake Usage Data. As between the Parties, Customer owns the Snowflake Usage Data. However, during the Term and thereafter, Capital One may retain and use any statistical, system, usage, and/or configuration data regarding access and usage of the App (“Benchmark Data”), and Capital One may use without restriction and disclose Benchmark Data to third parties, provided any Benchmark Data disclosed to a third party will be anonymized and will not include Confidential Information of Customer.

   b. Personal Information. Capital One does not require any consumer Personal Information from Customer, other than personal information about Customer’s personnel who access and use the App, in order to provide the App to Customer or as provided in the Capital One Privacy Policy, and Customer will not provide such consumer Personal Information, “Protected Health Information” as defined in 45 CFR 160.103, or Customer Snowflake Data that Capital One does not require to Capital One. When providing any data to Capital One, other than those that Capital One requires as stated in this Agreement and the Capital One Privacy Policy, it is Customer’s responsibility to remove or deidentify, in compliance with applicable laws, all personal data, information and material included in the data prior to providing them to Capital One. To the furthest extent possible under applicable law, Customer hereby assumes any and all responsibility and liability associated with Customer’s inadvertent disclosure of such data to Capital One.

   c. Privacy Policy. Each Party shall abide by all local, state, national and foreign laws, treaties and regulations applicable to such Party in connection with the App, including those related to data privacy and data security. Customer understands and acknowledges that, in the context of providing the App, Capital One may collect, use, and disclose Personal Information regarding Authorized Users as described in Section 3(b) and Capital One Privacy Policy.

4. PROPRIETARY RIGHTS.

   a. Ownership. As between Customer and Capital One, Capital One is the sole and exclusive owner of all right, title and interest in and to the App, and all updates, upgrade, modifications, improvements and derivative works thereto, including all Intellectual Property Rights therein (collectively, “Capital One IP”). Customer agrees that the Capital One IP includes valuable trade secrets and other Intellectual Property Rights of Capital One and Capital One’s licensors and suppliers. By licensing the App to Customer, Capital One is not transferring any ownership rights to Customer, and Customer will not claim or attempt to gain ownership over or contest Capital One’s ownership of the App. Except as expressly provided in Section 2(a), there are no licenses granted to Customer under this Agreement. No implied licenses are granted under this Agreement.

   b. Feedback. Customer may provide Capital One feedback and other suggestions, recommendations, feature requests, or comments regarding the App (collectively “Feedback”). Capital One will own and may use without any restriction any such Feedback which Customer may provide to Capital One.

5. COMPLIANCE WITH LAW.

   a. Compliance with Law. Customer shall use the App in accordance with laws and regulations applicable to Customer.

   b. Anti-Corruption. In performing obligations under this Agreement, Customer and its representatives (i) will not offer to make, promise, authorize any payment or give anything of value, including but not limited to bribes, either directly or indirectly to any public official or regulatory authority for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain business and (ii) will comply with all applicable anti-corruption and anti-bribery laws and regulations. Customer nor its representatives shall make any payment or provide any gift to a third party in connection with its performance of this Agreement.

   c. Export Controls. Customer agrees to comply with all domestic and international export laws and regulations that may apply to the App. Customer further agrees that it will not export, reexport, or transfer, directly or indirectly, the App or the App in violation of applicable export laws or regulations. In particular, but without limitation, Customer may not export or re-export the App or the App (a) into any U.S. embargoed countries or (b) to anyone on the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents and warrants that it is not located in any such country or on the SDN List.

6. REPRESENTATIONS AND WARRANTIES.

   a. Mutual Representations and Warranties. Each Party represents and warrants that, as of the Effective Date: (i) such Party has full power and authority to enter into and perform this Agreement; (ii) its execution of, and performance under, this Agreement does not violate, conflict with, or result in a material default under any other material contract or agreement to which such Party is a party thereto; and (iii) this Agreement constitutes a legal, valid, and binding obligation, enforceable against such Party.

   b. By Customer. Customer represents and warrants, and covenants, as applicable, that, as of the Effective Date it is a business entity incorporated or organized in the United States.

   c. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE APP IS PROVIDED TO CUSTOMER “AS IS”, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WITHOUT ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAPITAL ONE MAKES NO WARRANTY: (A) AS TO THE SUITABILITY OF THE APP TO MEET CUSTOMER’S REQUIREMENTS; (b) THAT THE OPERATION OF THE APP WILL BE ERROR-FREE; OR (C) THAT ANY OR ALL DEFECTS IN THE APP WILL BE CORRECTED. CUSTOMER IS RESPONSIBLE FOR PROPERLY USING THE APP.

7. LIMITATION OF LIABILITY.

   a. Damages Waiver. NEITHER PARTY NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES WILL BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS, IN EACH CASE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THE LICENSED MATERIALS OR THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

   b. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAPITAL ONE’S CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN CONNECTION WITH THE APP EXCEED $10. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 7 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

   c. Exclusion. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ON LIABILITY IN SECTIONS 7(A) AND 7(B) DO NOT APPLY TO ANY (I) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF A PARTY, OR (II) BREACH OF SECTION 2(D) (RESTRICTIONS) OR SECTION 8 (CONFIDENTIALITY).

8. CONFIDENTIALITY. The following provisions shall apply to any Confidential Information provided by either Party under this Agreement.

   a. Confidential Information. As used herein, “Confidential Information” means any confidential information that a Party (“Discloser”) discloses to the other Party (“Recipient”) under this Agreement and that: (i) if disclosed in tangible or electronic form, is marked in writing as “confidential” or “proprietary”; (ii) if disclosed orally or visually, is designated at the time of disclosure as “confidential” or “proprietary”; or (iii) under the circumstances of its disclosure, a reasonable Party would deem to be nonpublic, confidential or proprietary. Notwithstanding the foregoing, the App and Benchmark Data will be considered Confidential Information of Capital One, whether or not identified as “confidential” or “proprietary”.

   b. Exclusion. Confidential Information does not include information that Recipient can demonstrate: (i) was, at the time of disclosure, in the public domain or, after disclosure, has become part of the public domain through no act or omission of Recipient; (ii) is or was developed independently by Recipient without use of or access to Confidential Information; (iii) was in the possession of Recipient, without confidentiality restrictions, at the time of disclosure; or (iv) is provided to Recipient by a third party who is not subject to an obligation of confidentiality. If Recipient is legally compelled to disclose any Confidential Information, Recipient may disclose only that portion of such Confidential Information that Recipient is legally compelled to disclose, provided Recipient promptly notifies Discloser in writing of such requirement so that Discloser has an opportunity to obtain a protective order or other appropriate remedy.

   c. Confidentiality Obligation. Recipient agrees to exercise reasonable care to protect Confidential Information from unauthorized disclosure, which care shall not be less than Recipient exercises to protect its own confidential information of similar kind. Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, and agents (collectively, the “Representatives”) who need to know such information for purposes of this Agreement and shall contractually require such Representatives to comply with the obligations of confidentiality. Customer agrees that Capital One may use and disclose any Confidential Information of Customer to the extent necessary to operate and provide the App.

   d. Rights to Confidential Information. Recipient agrees that upon the request of Discloser, Recipient shall destroy the Confidential Information; provided however, Recipient may retain a copy of any Confidential Information, including summaries, compilations or analyses thereof to the extent: (i) required by applicable law; (ii) required by Recipient’s internal document retention and governance policies; or (iii) it would be unreasonably burdensome to destroy such Confidential Information (such as archived computer records). Any Confidential Information retained pursuant to subsections (i), (ii) or (iii) shall continue to be treated as Confidential Information subject to the restrictions set forth in this Agreement, notwithstanding any termination or expiration hereof. The destruction of Confidential Information shall not relieve Recipient of its obligations set forth in this Agreement. Recipient’s duty to hold Confidential Information (other than the App) in confidence expires two (2) years after this Agreement terminates. Customer’s duty to hold the App in confidence remain in perpetuity, subject to exceptions stated set forth in Section 8(b).

9. TERM AND TERMINATION.

   a. Term. This Agreement is effective on the date Customer is first able to access the App (the “Effective Date”) and, unless terminated earlier, will continue until the App is taken down from or no longer made available on the Marketplace by Capital One or this Agreement terminated earlier under Section 9 (the “Term”).

   b. Termination without Cause. Customer may terminate the License without cause upon ten (10) days written notice to Capital One. Capital One may terminate the License at any time for any reason upon prior written notice.

   c. Effects of Termination. Upon termination or expiration of this Agreement, (i) the licenses granted under this Agreement will terminate automatically, and (ii) Customer must immediately cease using the App and return to Capital One or destroy (as directed by Capital One) all copies of the App.

   d. Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement, including Sections 2(d), right to use Benchmark Data under Section 3(a), 4, 6(c), 7, 8, 9(c), and 10 shall survive termination or expiration of this Agreement and continue in full force and effect.

10. MISCELLANEOUS.

    a. Governing Law; Jurisdiction. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law. The Parties agree that the Uniform Computer Information Transactions Act or any version thereof shall not apply to this Agreement. Each Party agrees to the exclusive jurisdiction and venue of the Federal and State courts located in Wilmington, Delaware, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

    b. Waiver of Jury Trial. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT) ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM.

    c. Government End User. The App is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Apps with only those rights set forth herein.

    d. Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations under this Agreement to any third party, without the other Party’s express prior written consent, except either Party may assign this Agreement with prior written notice to the other Party to its Affiliate or in connection with merger, change in control, or other transfer of all or substantially all of the assets of the assigning Party which pertains to this Agreement. Any attempted assignment in violation of the foregoing will be null and void.

    e. Notice. Any notices that a Party is permitted or required to give to the other Party hereunder may be given by personal delivery, email, or postal mail at the address Customer submits to Capital One to access the License or thereafter at the address stated in the Marketplace for Customer and at the following address for Capital One: Capital One Software, LLC, 1680 Capital One Drive, McLean, VA 22102, Attention: Capital One Software Operations; email gtmops@capitalone.com with a copy (which shall not constitute notice) to Capital One Software Legal at COSLegalNotices@capitalone.com. All notices will be deemed effective upon receipt.

    f. Interpretation. Unless the context requires otherwise, as used in this Agreement, the term “including” means “including without limitation” and the term “include(s)” means “include(s) without limitation.” Each and every provision of this Agreement shall be construed as though both Parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party, including without limitation, the doctrine commonly known as contra proferentem, shall not be applicable to this Agreement.

    g. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Capital One relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between Customer and Capital One relating to such subject matter. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

    h. Severability. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, the other provisions of this Agreement shall continue in full force and effect.

    i. Waiver. Any act by a Party to exercise, or failure or delay in exercise of, any of its rights under this Agreement or at law or in equity shall not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. All waivers must be in writing.

    j. Injunctive Relief. The Parties agree that any breach of Section 2 by Customer or breach of Section 8 by a Party would cause the other Party irreparable harm, and money damages and other remedies available at law would not be adequate to compensate the other Party. Accordingly, each Party agrees that the other Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, as a remedy for any such breach.

    k. Force Majeure. Subject to the limitations set forth below and except with respect to any payment obligations of Customer, neither Party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic, pandemic, casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software, insurrections, any general slowdown or inoperability of the Internet (whether from a Malicious Code or other cause), or any other similar event that is beyond the reasonable control of such Party (each, a “Force Majeure Event”).

    l. No Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and not for the benefit of, nor may any provision in this Agreement be enforced by, any third party.

    m. Relationship of the Parties: Each Party is an independent contractor under this Agreement. Nothing in this Agreement is intended or will be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party will incur any debts or make any commitments for the other.

Exhibit A: Definitions

As used herein, the following terms have the meanings respectively assigned thereto:

“Affiliate” of a Party means any entity that the Party directly or indirectly controls, is controlled by, or is under common control with, where “control” means ownership of more than fifty percent (50%) of the outstanding voting stock or other equity interests in the entity or the power to otherwise direct the management of the entity.

“App” is defined in the preamble.

“Authorized Users” is defined in Section 2(b).

“Benchmark Data” is defined in Section 3(a).

“Capital One” is defined in the preamble.

“Capital One IP” is defined in Section 4(a).

“Capital One Privacy Policy” means Capital One’s privacy policy describing Capital One’s collection and use of information, including Personal Information, in the course of providing the App and available at www.capitalone.com/privacy, as may be amended from time to time.

“Confidential Information” is defined in Section 8(a).

“Customer” is defined in the preamble.

“Discloser” is defined in Section 8(a).

“Effective Date” is defined in Section 9(a).

“Feedback” is defined in Section 4(b).

“Force Majeure Event” is defined in Section 10(k).

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, continuations, divisions, and reissues of, and applications for, any of the rights referred to in clauses “(i)” through “(v)” above.

“License” is defined in Section 2(a).

“Malicious Code” means any virus, malware, trapdoor, time bomb, Trojan horse or any other malicious code designed to disrupt, disable, harm, or otherwise impede, or capable of disrupting, disabling, harming, or otherwise impeding, in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed or damaging or destroying any data or file without authorization, provided that Malicious Code does not include any code used by Capital One to disable Customer, Customer’s Affiliates or Authorized Users’ access to the App.

“Marketplace” is defined in the preamble.

“Party” means Capital One or Customer, as applicable, and “Parties” means both Capital One and Customer.

“Personal Information” means any information or combination of information that Capital One (or any of its subcontractors) Processes in connection with the App, that refers to, is related to, is associated with, or can be reasonably linked to a data subject or to a specific computing device, and shall include all “personal data,” “personal information,” or similar terms, as defined in any applicable laws. For clarity, Personal Information includes such data that can identify or re-identify an individual by combining data to which Capital One has access with any cryptographic, validating, decryption or other key that Capital One holds or has access to.

“Process” and “Processing” means any operation or set of operations which is performed on data or information, such as the use, collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such data or information.

“Recipient” is defined in Section 8(a).

“Representatives” is defined in Section 8(c).

“SDN List” is defined in Section 5(c).

“Snowflake” means Snowflake Inc.

“Snowflake Data Cloud” means data cloud platform provided by Snowflake.

“Snowflake Usage Data” is defined in Section 3(a).

“Term” is defined in Section 9(a).

“Territory” is defined in Section 2(a).