Snowflake Marketplace Capacity Drawdown Program Terms

This is an archived version of our Snowflake Marketplace Capacity Drawdown Program Terms dated October 9, 2023. View the current version here.

1. INTRODUCTION.
   1. These MP Drawdown Terms are supplemental to the Snowflake Provider and Consumer Terms located at www.snowflake.com/en/legal (or such successor URL as may be designated by Snowflake) (“Provider and Consumer Terms”), and are entered into by and between Snowflake Inc. and Listing Participant to govern Listing Participant’s use of the Snowflake Marketplace Capacity Drawdown Program (“MP Drawdown Program”) (which is described in the Supplemental Documentation located at https://other-docs.snowflake.com/en/collaboration/consumer-listings-paying). Listing Participant may not utilize the MP Drawdown Program unless it has accepted both these MP Drawdown Terms and the Provider and Consumer Terms. By indicating acceptance of these MP Drawdown Terms or utilizing the MP Drawdown Program, Listing Participant is accepting all the terms and conditions of these MP Drawdown Terms. These MP Drawdown Terms are enforceable like any written agreement signed by Listing Participant and Snowflake Inc. These MP Drawdown Terms take precedence over the Provider and Consumer Terms or the Customer Agreement (as defined in the Provider and Consumer Terms) in the event of a conflict to the extent such conflict relates to Listing Participant’s use of the MP Drawdown Program. Capitalized terms used but not defined in these MP Drawdown Terms have the meanings set forth in the Provider and Consumer Terms.
2. USE OF SNOWFLAKE MARKETPLACE CAPACITY DRAWDOWN.
   1. Election of MP Drawdown Program. Subject to these MP Drawdown Terms, Listing Participant may apply the MP Drawdown Cap (as defined below) to Listing Participant’s purchase of Products made available to Listing Participant by Listing Providers via the Marketplace (“Qualifying Purchases”) by executing an Order Form that includes the express right for Listing Participant to use the MP Drawdown Program (“Qualifying MP Drawdown Order Form”).
   2. MP Drawdown Cap. Subject to this Section 2, Snowflake will apply up to the amount set forth in the Qualifying MP Drawdown Order Form (the “MP Drawdown Cap”) towards Qualifying Purchases (each, a “Drawdown”). The MP Drawdown Cap will be available for Qualifying Purchases for the full duration of the Subscription Term, notwithstanding anything to the contrary in the Qualifying MP Drawdown Order Form.
   3. MP Drawdown Balance. The actual amount of the MP Drawdown Cap that is available for use by Listing Participant towards Qualifying Purchases at any specific time will be calculated and tracked by Snowflake (the “MP Drawdown Balance”), and Snowflake’s records will be conclusive in this regard.
   4. Drawdown Application. For each Qualifying Purchase and subject to this Section 2: (a) Snowflake will cause a Product Invoice to be issued reflecting application of the Drawdown; (b) the MP Drawdown Balance will be applied towards the Drawdown and satisfy Listing Participant’s obligation to the Listing Provider; and (c) Listing Participant 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. If Snowflake issues any Product Invoice that would exceed the Listing Participant’s MP Drawdown Balance (the “Excess Amount”), Listing Participant must pay such Excess Amount in full in accordance with the terms of the Provider and Consumer Terms.
      2. Once Listing Participant’s MP Drawdown Balance is exhausted, Listing Participant must pay for any further use of the Marketplace pursuant to the terms of the Provider and Consumer Terms.
      3. Notwithstanding anything in these MP Drawdown Terms to the contrary, if Listing Participant’s consumption of the Service: (a) exceeds the amount equal to the Pre-paid Balance minus the MP Drawdown Cap; or (b) reaches the amount equal to Listing Participant’s committed Capacity amount in the Qualifying MP Drawdown Order Form minus the MP Drawdown Cap; Snowflake will automatically apply any funds remaining in Listing Participant’s MP Drawdown Balance towards Listing Participant’s consumption of the Service, the MP Drawdown Balance will no longer be available, and Listing Participant must pay for any further use of the Marketplace pursuant to the terms of the Provider and Consumer Terms. As used in this Section 2.5.3, the “Pre-paid Balance” means the amount(s) pre-paid by Listing Participant during the Subscription Term in accordance with the Qualifying MP Drawdown Order Form.
   6. Rollover. Listing Participant may not include any Capacity Rollover from Prior Order Forms or use any amounts eligible for rollover from the Qualifying MP Drawdown Order Form, in Listing Participant’s MP Drawdown Balance or for any other Marketplace Transaction.
   7. Capacity Amendments. If Listing Participant purchases additional Capacity with the same Subscription Term end date as set forth in the Qualifying MP Drawdown Order Form, Snowflake will calculate and update the new MP Drawdown Balance based on the amount of additional Capacity purchased by Listing Participant, subject always to the MP Drawdown Cap.
   8. Transfer of MP Drawdown Balance Upon Termination or Expiration. If either Party terminates these MP Drawdown Terms in the middle of the Subscription Term of a Qualifying MP Drawdown Order Form or upon expiration of such Subscription Term, Snowflake will automatically transfer any amount remaining in the MP Drawdown Balance to Listing Participant’s Capacity balance for the Service.
   9. No Set-Off. Listing Participant will not have any rights to set off, discount, or otherwise reduce or refuse to pay any amounts due under these MP Drawdown Terms for any reason.
   10. Application of MP Drawdown Balance to Overdue Invoices. If Listing Participant is overdue on any Capacity or Marketplace invoices, Snowflake reserves the right to apply any or all of the then-current MP Drawdown Balance to such overdue invoices.
3. GENERAL TERMS.
   1. Changes to MP Drawdown Terms. Notwithstanding anything in these MP Drawdown Terms to the contrary, Snowflake may update or change these MP Drawdown Terms, including by posting updated terms on the Snowflake website. For material changes or changes that may have material impact on Listing Participant, Snowflake will provide reasonable notice to Listing Participant as set forth in the Provider and Consumer Terms. Listing Participant’s sole and exclusive remedy if it does not agree to any updates or changes to these MP Drawdown Terms will be to terminate these MP Drawdown Terms in accordance with Section 10.2 (Termination by Listing Participant) of the Provider and Consumer Terms. Listing Participant’s failure to terminate these MP Drawdown Terms within ten days after any change will constitute Listing Participant’s consent to such change.
   2. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these MP Drawdown Terms, nor will any waiver be effective unless in a writing signed by the waiving Party.
   3. Entire Agreement. These MP Drawdown Terms (together with the Qualifying MP Drawdown Order Form and Provider and Consumer Terms) are the complete and exclusive statement of the mutual understanding of the Parties in connection with Listing Participant’s use of the MP Drawdown Program and supersede and cancel all previous written and oral agreements, understandings and communications relating to the subject matter in these MP Drawdown Terms. Each Party represents that, in connection with Snowflake Marketplace Capacity Drawdown, it has not relied on any term or representation not contained in these MP Drawdown Terms.
   4. Notice for Michigan Listing Participants. Listing Participant acknowledges that the Listing Provider of any Products on the Marketplace has appointed Snowflake as its agent to accept Listing Participant’s payment for any purchase made from such Listing Provider on behalf of such Listing Provider.