October 9, 2023 – Snowflake Marketplace Capacity Drawdown Program Terms

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This is an archived version of our Snowflake Marketplace Capacity Drawdown Program Terms dated October 9, 2023.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

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.

2.1 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”).

2.2 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.

2.3 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.

2.4 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.

2.5 Overage.

**2.5.1 **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.