These Usage Commit Terms (“Supplemental Terms”) provide important definitions and terms regarding usage commitments in the Order between Databricks and the customer organization entering into the Order (“Customer”, “you” or “your”).

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

Your Order details the platform type(s) and value(s) of Databricks cloud services you are committing to use, during the Term defined in your Order. Your Order may also include other Databricks Services (such as Support Services, Advisory Services, Training Services and/or other Subscriptions), if you have elected to procure them.

The definitions and terms below explain

• What types of usage commitment may be included in your Order
• How do you satisfy your usage commitment?
• What happens if your usage exceeds your usage commitment stated in your Order
• What happens if you use less than the full value of your usage commitment stated in your Order

What are usage commitments in a Databricks Order?

• “Universal Usage Commitment” (also called “UUC”) is the total amount of your commitment to use (also called ‘consume’), stated value(s) of Databricks Platform Services and/or Databricks Powered Services (e.g. Azure Databricks). Your Universal Usage Commitment may be further allocated between Specified Commitment(s), as detailed in your Order. You may also consume the UUC during the Term by using any additional Databricks Platform Services or Azure Databricks services of which Databricks notifies you.
• “Specified Commitment” means your commitment to use a specific value of Databricks Platform Services and/or Databricks Powered Service (e.g. Azure Databricks) on specific stated platform(s) – these might include one or more of the following, as detailed in your Order:
  • AWS Direct Commit
  • AWS Marketplace Commit
  • GCP Direct Commit
  • GCP Marketplace Commit
  • MCT Direct Commit
  • Azure Commit
  • Flexible Commit - (defined below; Specified Commitments, except for the Flexible Commit, are also referred to as “Original Specified Commitments”)
• If your Order includes a “Flexible Commit”, it means your commitment to use an additional stated value of Databricks on any of the platforms for which you have an Original Specified Commitment. A Flexible Commit is a type of Specified Commitment that is incremental to the Original Specified Commitment(s), and can be consumed by usage on any of the Original Specified Commitment platforms. Note that your usage on a particular platform will only consume the Flexible Commit after you have fully consumed your Original Specified Commitment with respect to such platform. Flexible Commit usage is billed in accordance with your Order.
  
  Example, assume an Order (1) includes a Specified Commitment value for Databricks on AWS as well as (2) a Specified Commitment value for Databricks on GCP, and also (3) includes a Flexible Commit value. If the customer consumes all of its AWS Specified Commitment, its additional usage on AWS during the Term will be deemed drawn from the Flexible Commit (until it is exhausted). This also applies if/when the customer’s usage on GCP during the Term exceeds its GCP Specified Commitment.

How do I satisfy my usage commitment?

You satisfy your usage commitments by consuming the full value of each Specified Commitment during your Order’s stated Term per the terms of your Order, and meeting your related payment/purchase obligations in the Order. How you satisfy your UUC may vary by platform, as described below:

• Platform Services – AWS / GCP / MCT. For these platforms/products, you satisfy your usage commitments by using the stated Specified Commitment values of such Platform Services during the Term, and paying the Billing Source indicated in your Order for such use.
  • Note - Your use of Platform Services after the Term will not count towards your usage commitment, and will incur additional payment obligations
• Databricks Powered Services - Azure Databricks. To the extent your Universal Usage Commitment consists of or includes Azure Databricks, you satisfy the UUC by using the stated Specified Commitment value of Azure Databricks during the Term, and paying Microsoft or a Microsoft-authorized reseller for such use (either by pre-purchase or payment in arrears).
  • For clarity, only charges attributable to actual usage of Azure Databricks count towards satisfying your Specified Commitment for Azure Databricks. Other fees/usage (such as separately charged compute or other non-Databricks Microsoft solutions) are not eligible.
  • If you pre-purchase Azure Databricks, only the portions of your pre-purchase that you use (or which expire unused) during the Term of the Order count towards satisfying your Specified Commitment for Azure Databricks (and values which are used or which expire after the Term do not count).
  • Therefore, if your separate Azure Databricks pre-purchase aligns with the Term of the Order, it will fully count towards your Azure Databricks Specified Commitment to Databricks, to reduce or avoid a True-Up Payment otherwise due to Databricks.

For clarity - Only your Microsoft charges attributable to actual usage of Azure Databricks count towards satisfying your Specified Commitment for Azure Databricks. Other fees/usage (such as separately charged compute or usage of other Microsoft solutions besides Azure Databricks) are not considered Databricks Powered Services and are not eligible.

What happens if you use more than your Specified Commitment(s)?

• Burst Usage. The term “Burst Usage” refers to your use of additional Platform Services (MCT, or Databricks on AWS or GCP) after you have consumed the Specified Commitment usage value in your Order applicable towards such platform. Burst usage of Platform Services is invoiced in arrears; see your Databricks Order for other relevant pricing and payment terms.
  • For Azure Databricks, refer to your separate arrangement with Microsoft or your Microsoft-authorized reseller for pricing and payment terms.
• Support Services. If your Order included Databricks Support Services on a Specified Commitment then the Support Services fees you will be charged on Burst Usage will be calculated using the same support percentage used to calculate the initial support fees on the Specified Commitment(s) for such platform(s), as indicated in your Order. The billing and payment terms of your Order apply.

What happens if you use less than your usage commitment(s)?

You may owe Databricks a “True-up Payment”, i.e. an amount equal to any value of your Universal Usage Commitment which remains unsatisfied (under the terms of your Order) at the end of your Order’s Term.

• Databricks on AWS, GCP or MCT Platform Services. You only owe Databricks a True-up Payment (equal to your unpaid AWS, GCP, and/or MCT Specified Commitments), if you have not prepaid for such Specified Commitments by the end of the Term.
• Azure Databricks. If you do not fully use and pay for your Specified Commitment value of Azure Databricks during the Term then you will pay Databricks a True-up Payment equal to such unused balance, at the end of the Term.

Last Revised - September 2024