These Databricks MCT Reservation Terms (“Supplemental Terms”) provide important definitions and terms applicable to Order(s) between Databricks and the customer organization entering into the Order (“Customer”, “you” or “your”) where an Order includes or consists of a Reservation for Multi-Cloud Training (MCT) Platform Services.

These Supplemental Terms are additional contractual provisions applying to any Order which references these Supplemental Terms. Please refer to your Order for commercial and product details, or to see the definition of a capitalized word or phrase if it is used but not defined in these Supplemental Terms. The terms of your Order govern over these Supplemental terms if there is any contradiction between or among such documents.

Overview

Customers whose Order include MCT (Multi-Cloud Training, also sometimes referred to as Mosaic AI Pre-Training), have the option to request Reservations. The default usage of MCT is On-Demand consumption on shared GPU infrastructure. However, Reservations allow a Customer to allocate portion(s) of its MCT Specified Commitment value towards dedicated GPU capacity. Your Reservation may be included as part of your initial Order that includes MCT, or may be requested later, during the Term of your initial Order. The below Supplemental Terms explain:

• Key Definitions
• How Reservation Value is calculated and funded
• Additional requirements for Hero Reservations

Key Definitions

• “Reservation” means a Databricks Order under which the Customer reserves the use of MCT on a specified scope of Reserved Capacity, for a specific Reserved Period duration, for a specific Reservation Value, all as further detailed in the Reservation. There are two types of Reservations:
  • Standard Reservations. A Reservation for a stated period of consumption, where the requirement is for usage supported by a dedicated cluster and usage is not for high-volume model training.
  • Hero Reservations. A Reservation for a short-term, high-volume usage for training of a large language model.
• “Reserved Capacity” is the quantity and type of dedicated single-tenancy GPU instances indicated in Customer’s Reservation, for the Reserved Period.
• “Reserved Period” is the duration of a Customer’s individual commitment for Reserved Capacity as stated in its Reservation.
  • Each Reserved Period begins when Databricks provisions the Reserved Capacity (i.e. informs Customer in writing that the requested Reserved Capacity is available for Customer’s use), and continues for the number of related Reserved Period days identified in Customer’s Reservation.
  • The Reserved Period must begin and end during the Term of the initial Order.
• “Target Start Date” is Customer’s requested start date for access to the Reserved Capacity to initiate use under a Reservation. Actual access date is subject to provisioning availability; timing and availability may vary (though Databricks will endeavor to provision as quickly and as close to the Target Start Date as reasonably possible).
• Cloud GPU Provider/Region. Customer’s Reservation indicates its requested Cloud GPU Provider/Region; Databricks reserves the right to provision the Reservation on an alternative Cloud Service Provider and/or data center region, based on available capacity, at the same price indicated in Customer’s accepted Reservation.

How is Reservation Value calculated and funded?

• “Reservation Value” means the value of the Reservation payable by Customer, calculated as follows and indicated in Customer’s Reservation Order: Note that usage will be deemed on a 24x7 basis for all Reserved Capacity across the Reserved Period, regardless of actual usage.
  • Reservation Value = the sum of (Reserved Capacity) x (List Price) x (100%-Discount %) x (total number of hours in the Reserved Period)
• Funding of Reservations. Only Customer’s prepaid unused MCT Specified Commitment funds are applied towards the Reservation Value. Databricks may accelerate scheduled invoices for MCT Specified Commitment payments if Customer’s prepaid balance is insufficient. If it appears the then-remaining balance of MCT Specified Commitment will be insufficient to cover the Reservation Value, then an additional supplemental order (under the terms and pricing of the initial MCT commit Order) will be required to replenish available funds.

Additional Requirements for Hero Reservations

• Hero Reservation Support Services and Fees. Customers are required to have Support Services for MCT during Hero Reservations. If a Customer purchased Support Services covering its MCT Specified Commitment, then such Support Services also cover its Hero Reservation usage.
  • However, if a Customer does not already have Support Services on its MCT Specified Commitment and elects to allocate some of its Specified Commitment to a Hero Reservation, then Hero Reservation Support fees will be added to the Reservation Form for the Reserved Period.
  • Hero Reservation Support fees are not included in the Specified Commitment fees, and will be calculated at the greater of $10,000 or ten-percent (10%) of the Reservation Value. Such Support Service fees will be separately invoiced on execution of the Reservation.
• “Hero Excess Usage” means Customer’s use of Reserved Capacity (if available) for a time period exceeding the initially-requested Reserved Period.
  • When is it available? Customer may - subject to prior written request to Databricks and capacity availability – extend a Reserved Period for additional contiguous days. However, since Reserved Capacity is available on a prior-reservation basis, Databricks cannot guarantee continued availability of the originally Reserved Capacity to support Hero Excess Usage.
  • How is it calculated? Hero Excess Usage is charged at a daily-rate basis and calculated as the the total of
    • (Reserved Capacity) x (List Price) x (100%-Discount %) x (total number of hours in the requested additional days beyond the original Reserved Period)
• Time constraints. Hero Excess Usage cannot extend beyond the Term (e.g. End Date) of the initial Order under which Customer obtained its MCT Specified Commitment. If a Customer needs usage extending beyond the Term, a new Order and Reservation will be required.
• How is Hero Excess Usage funded? Fees for Hero Excess Usage will be drawn from Customer’s remaining available Specified Commitment balance, and scheduled invoices may be accelerated if requested usage exceeds MCT fees invoiced/paid. Once the Specified Commitment is consumed, Hero Excess Usage will be treated and charged as Burst Usage.
• How are Support Services on Hero Excess Usage handled?
  • If a Customer purchased Support Services on its MCT Specified Commitment, then Support Services for Reservations (including any Hero Excess Usage) are included.
  • If a Customer purchased Hero Reservation Support, then Support Services fees will also be charged on Hero Excess Usage and be invoiced (at Databricks discretion) either monthly in arrears or upon completion of Hero Excess Usage. Hero Reservation Support for Hero Excess Usage will be priced and paid per the terms of the Order under which the Reservation is placed.

Last Revised - September 2024