Marketplace Capacity Drawdown Program Terms

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Snowflake Marketplace Capacity Drawdown Program Terms

Last Updated: March 31, 2026 | Previous Versions

1. INTRODUCTION.

These Marketplace Capacity Drawdown Terms (“MCD Terms”) supplement and form part of the Snowflake Provider and Consumer Terms located at https://www.snowflake.com/en/legal/optional-offerings/offering-specific-terms/snowflake-marketplace/provider-and-consumer-terms/ (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 Documentation 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.

2.1. 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 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”).

2.2. 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).

2.3. 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.

2.4. Drawdown Application. For each Drawdown and subject to this Section 2: (a) Snowflake will issue a Product Invoice 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 Provider; and (c) Customer shall bear no risk of loss or further liability in the event that Snowflake fails to make payment to the Provider.

2.5. Overage.

**2.5.1. **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.

**2.5.2. **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, the “Pre-paid Balance” means the amount(s) pre-paid by Customer during the Subscription Term in accordance with the MCD Order Form.