Snowflake Marketplace Capacity Drawdown Program Terms

Last Updated: May 31, 2024 | Previous Versions

1. INTRODUCTION.
   1. These Marketplace Capacity Drawdown Terms (“MCD Terms”) supplement and form part of the Snowflake Provider and Consumer Terms located at www.snowflake.com/legal (or such successor URL as may be designated by Snowflake) (the “Provider and Consumer Terms”), and are entered into by and between Snowflake Inc. (“Snowflake”) and Customer to govern Customer’s use of the Snowflake Marketplace Capacity Drawdown Program (the “MCD Program”) (as described in the Supplemental Documentation located at https://other-docs.snowflake.com/ and herein). Customer’s acceptance of the Provider and Consumer Terms shall constitute acceptance of these MCD Terms. By indicating acceptance of these MCD Terms or utilizing the MCD Program, Customer is accepting all the terms and conditions of these MCD Terms. These MCD Terms take precedence over the Provider and Consumer Terms or the Service Agreement in the event of a conflict to the extent such conflict relates to Customer’s use of the MCD Program. Capitalized terms used but not defined in these MCD Terms have the meanings set forth in the Provider and Consumer Terms, unless otherwise specified herein.
2. PARTICIPATION IN THE MCD PROGRAM.
   1. Election to Participate in the MCD Program. Subject to these MCD Terms, Customer may elect to participate in the MCD Program by executing an Order Form (as such term is defined in Customer’s Service Agreement) that includes the express right for Customer to apply the MCD Cap (as defined below) to Customer’s purchase of Products made available to Customer by Listing Providers using the Monetization Offering (each such purchase, a “Transaction”) (such order form, as may be amended from time to time, an “MCD Order Form”).
   2. MCD Cap. Subject to this Section 2, Customer may apply up to the amount set forth in the MCD Order Form (the “MCD Cap”) towards Transactions (each, a “Drawdown”) for the full duration of the Subscription Term (as such term is defined in the MCD Order Form).
   3. MCD Balance. The actual amount of the MCD Cap that is available to be applied by Customer towards Transactions at any specific time will be calculated and tracked by Snowflake (the “MCD Balance”), and Snowflake’s records will be conclusive in this regard. Payment of the MCD Balance to Snowflake is required before the MCD Balance may be applied to any Transactions.
   4. Drawdown Application. For each Drawdown and subject to this Section 2: (a) Snowflake will cause a Product Invoice to be issued to Customer reflecting each Drawdown; (b) subject to Section 2.5 (Overage), the MCD Balance will be applied towards each Drawdown and satisfy Customer’s obligation to the Listing Provider; and (c) Customer shall bear no risk of loss or further liability in the event that Snowflake fails to make payment to the Listing Provider.
   5. Overage.
      1. Once Customer’s MCD Balance is exhausted, Customer must pay for any remaining Product Costs associated with any Transactions, pursuant to the Provider and Consumer Terms.
      2. Notwithstanding anything in these MCD Terms to the contrary, if Customer’s consumption of the Service either (a) exceeds the amount equal to the Pre-paid Balance (defined below) minus the MCD Cap; or (b) reaches the amount equal to Customer’s committed Capacity (as such term is defined in the MCD Order Form) in the MCD Order Form minus the MCD Cap: (i) Snowflake will automatically apply any remaining MCD Balance towards Customer’s consumption of the Service; (ii) the MCD Balance will no longer be available for use by Customer; and (iii) Customer will pay for any applicable Product Costs associated with any Transactions pursuant to the Provider and Consumer Terms. As used in this Section 2.5.3, the “Pre-paid Balance” means the amount(s) pre-paid by Customer during the Subscription Term in accordance with the MCD Order Form.
   6. Rollover. Unconsumed Capacity from Order Forms with expired Subscription Terms may not be applied towards the MCD Balance.
   7. Capacity Amendments. If Customer’s Capacity commitment for the Subscription Term of the MCD Order Form is amended, Snowflake will automatically calculate and update the MCD Balance in accordance with the terms of the MCD Order Form.
   8. Transfer of MCD Balance Upon Termination or Expiration. If either Party terminates these MCD Terms in the middle of the Subscription Term of an MCD Order Form or upon expiration of such Subscription Term, Snowflake will automatically transfer any amount remaining in the MCD Balance to Customer’s Capacity balance for the Service.
   9. No Set-Off. Customer will not have any rights to set off, discount, or otherwise reduce or refuse to pay any amounts due under these MCD Terms for any reason.
   10. Application of MCD Balance to Overdue Invoices. If Customer is overdue on any Capacity or Product invoices, Snowflake reserves the right to apply any or all of the then-current MCD Balance to such overdue invoices.
   11. Customer Reference. Snowflake may identify Customer as a participant in the MCD Program to other Snowflake customers or prospective customers, including for purposes of facilitating Transactions.
3. GENERAL TERMS.
   1. Changes to MCD Terms. Notwithstanding anything in these MCD Terms to the contrary, Snowflake may update or change these MCD Terms, including by posting updated terms on https://www.snowflake.com/legal. For material changes or changes that may have material impact on Customer Snowflake will provide reasonable notice to Customer as set forth in the Provider and Consumer Terms. Customer’s sole and exclusive remedy if it does not agree to any updates or changes to these MCD Terms will be to terminate these MCD Terms in accordance with Section 8.2 (Termination by Customer) of the Provider and Consumer Terms. Customer’s failure to terminate these MCD Terms within ten days after any change will constitute Customer’s consent to such change.
   2. Entire Agreement. These MCD Terms (together with the MCD Order Form and Provider and Consumer Terms) are the complete and exclusive statement of the mutual understanding of the Parties in connection with Customer’s participation in the MCD Program and supersede and cancel all previous written and oral agreements, understandings and communications relating to the subject matter in these MCD Terms. Each Party represents that, in connection with the MCD Program, it has not relied on any term or representation not contained in these MCD Terms.
   3. Appointment of Snowflake as Agent. Customer acknowledges that the Listing Provider of any Products on the Marketplace has appointed Snowflake as its agent to accept Customer’s payment for any purchase made from such Listing Provider on behalf of such Listing Provider.