Additional Billing and Commitment Terms
These Additional Billing and Commitment Terms apply to any Order Form that incorporates these terms (such order, the “Applicable Order”). Capitalized terms used in these Additional Billing and Commitment Terms but not defined below shall have the meaning assigned to them in the Applicable Order. If any provision of these Additional Billing and Commitment Terms conflicts with a provision of the Applicable Order, such provision of the Applicable Order prevails.
Payments in Arrears for Databricks Usage. Customer will be billed monthly in arrears for Databricks Usage only if: (a) the Universal Commit Usage Value is greater than the Universal Commit Payments or (b) the Billing Source is Azure, GCP Marketplace, or SAP and Customer does not have unused prepayments available for such Billing Source. If Customer is billed in arrears before the Universal Commit Usage Value exceeds the Universal Commit Payments, Databricks will track such payments for purposes of payment reconciliation.
Interim Payment Reconciliation. Prior to each invoice with an Invoice Date on or near an anniversary of the Start Date, if the Universal Commit Payments are greater than the Universal Commit Usage Value, Databricks will calculate the difference between (a) the Universal Commit Payments and (b) the greater of the (i) the Universal Commit Usage Value and (ii) the total of any paid Scheduled Payment(s), and will apply such difference (the “Interim Reconciliation Amount”) to the next Scheduled Payment for the Universal Commit.
Final Payment Reconciliation. After the Term, if the Universal Commit Payments are greater than each of the Universal Commit and the Universal Commit Usage Value, then Databricks will apply a credit toward usage on Customer’s next order with Databricks for the amount equal to the difference between (a) the Universal Commit Payments and (b) the greater of the (i) Universal Commit and (ii) the Universal Commit Usage Value (such amount, the “Final Reconciliation Amount”). If Customer does not enter such an order, Databricks will refund Customer the Final Reconciliation Amount within 90 days of the end of the Term.
Additional Definitions.
“Billing Source” means as follows: (a) for Databricks on AWS, the Billing Source is Databricks or, if indicated in the Billing Schedule of the Order Form, AWS Marketplace (b) for Databricks on GCP, the Billing Source is Databricks or, if indicated in the Billing Schedule of the Order Form, GCP Marketplace (c) for ADI Services, the Billing Source is Databricks; (d) for Azure Databricks, the Billing Source is Azure; (e) for SAP Databricks, the Billing Source is SAP; (f) for Support Services, the Billing Source is Databricks or, if indicated in the Billing Schedule of the Order Form, AWS Marketplace; and (g) for Advisory & Training Services, the Billing Source is Databricks or, if indicated in the Billing Schedule of the Order Form, AWS Marketplace.
“Databricks Usage” means usage during the Term pursuant to this Order Form of Databricks on AWS, Databricks on GCP, Azure Databricks, Platform Services integrations with Azure Databricks (e.g. ADI Services), SAP Databricks, Support Services, and any other service or feature that Databricks designates through written notice as contributing to “Databricks Usage”.
“Support-Eligible Fees” means the dollar value (net of Platform Services Discounts and excluding applicable taxes) of usage during the Term pursuant to this Order Form of Databricks on AWS, Databricks on GCP, Platform Services integrations with Azure Databricks (e.g. ADI Services), and Azure Databricks.
“True-Up Payment” means an amount equal to the unsatisfied Universal Commit.
“Universal Commit Payments” means the total of (a) all amounts paid by Customer during the Term to the designated Billing Sources for Databricks Usage and (b) anything else designated in the Order Form as a “Universal Commit Payment”; provided that for the purposes of the Universal Commit, True-Up Payment, and Final Reconciliation Amount, only the portions of Customer’s Microsoft Pre-Purchase Plans that are used during the Term or that expire unused during the Term are Universal Commit Payments.
“Universal Commit Usage Value” means an amount equal to the fees incurred under this Order Form for Databricks Usage paid for by applying Universal Commit Payments.