This Schedule sets forth terms related to use by Public Sector Customers of Databricks Services and is incorporated as part of the Master Cloud Services Agreement (the “MCSA”). The MCSA and this Schedule, together with any other Schedules that reference or are otherwise incorporated into the MCSA, and any accompanying or future Order Form you enter into with Databricks issued under the MCSA, comprise the Agreement. This Schedule will co-terminate with the MCSA. Capitalized terms used but not defined in this Schedule have the meaning assigned to them in the MCSA.
- Contracting Entity and Order of Precedence. If an Order Form identifies the Databricks contracting party as Databricks Federal, LLC (“DBF”), then any references in the Agreement to Databricks, including those contained in this Schedule, will be deemed to refer to DBF. Order Forms referencing DBF or any Order Form between Databricks or a Databricks Affiliate and a Public Sector Customer will be deemed to incorporate this Schedule. In the event of a conflict between this Schedule and the MCSA or another Schedule thereto, this Schedule will be deemed to control solely for such DBF Order Form or other Public Sector Order Form.
- Databricks Services. This Schedule establishes the terms and conditions enabling Databricks to provide Databricks Services to Public Sector Customers. For the purposes of this Schedule, references to “Customer” in an Order Form, the MCSA or any Schedule thereto will be deemed to refer to Public Sector Customer or Customer Representative, as applicable. This Schedule does not grant you access to the Databricks Services without mutual agreement to an Order Form and applicable Databricks Services Schedule.
- Additional Definitions.
- “Customer Information” means Customer Content (if you are purchasing Platform Services) and / or Customer Materials (if you are purchasing Advisory Services).
- “Customer Representative” means an organization authorized on behalf of a Public Sector Customer to purchase Databricks Services on its behalf, as designated in an applicable Order Form.
- “Federal Customer” means any United States federal government branch or agency Customer of Databricks Services subject to this Schedule, including agencies and departments from the Executive Branch, the Congress, or the Military.
- “Public Sector Customer” means any Federal Customer or other United States state or local government, or entity, authority, agency, or body exercising executive, legislative, judicial, regulatory or administrative functions of any such government, who purchases Databricks Services subject to this Schedule. Public Sector Customer(s) may include public universities and hospitals.
- Modification. Notwithstanding anything contained in the MCSA or any other Schedule, you agree as follows:
- U.S. Government License Rights. If Customer is a Federal Customer, or the Agreement otherwise become subject to the Federal Acquisition Regulation (FAR), Customer acknowledges and agrees that the Platform Services (including PVC Services, as applicable), Support Services (as applicable), and accompanying documentation constitute “commercial computer software” and “commercial computer software documentation”, respectively, provided as “Commercial Items” as defined in FAR 2.101. The Platform Services (including PVC Services, as applicable), Support Services (as applicable), and accompanying documentation have been developed solely at private expense, and as set forth in FAR 12.212 and DFARS Section 227.7202, any use, modification, reproduction release, performance, display or disclosure thereof shall be solely in accordance with the terms of the MCSA as modified by this Schedule.
- Customer Representative Obligations. Customer Representative will have no rights to the Databricks Services if purchasing Databricks Services on behalf of a Public Sector Customer except to the extent that a Public Sector Customer provides access to Customer Representative as its Authorized User. Customer Representative agrees to bind Public Sector Customer to the terms of the Agreement, including this Schedule, and will ensure that Databricks will be a third party beneficiary to such agreement. Customer Representative acknowledges that submission of a purchase order or Order Form will be deemed to be a representation to Databricks that the applicable Public Sector Customer has assented to the terms of the Agreement. Customer Representative will use commercially reasonable efforts to enforce the terms of the Agreement in the event it becomes aware that the Public Sector Customer has breached any terms and conditions of the Agreement where such breach adversely affects Databricks’ rights or contractual protections. Customer Representative will notify Databricks promptly upon learning of any such breach.
- Acceptance. Any Advisory Services or Training Services provided under the MCSA shall be deemed accepted upon delivery.
- Confidentiality. Any provisions contained in the Agreement that require a Public Sector Customer to keep certain information confidential may be subject to the Freedom of Information Act, 5 U.S.C. §552 or similar applicable state or local state law, and any order by a United States Federal Court or court of appropriate jurisdiction.
- Equitable Relief. Order Forms entered into directly with Databricks by a Federal Customer subject to this Schedule will only allow equitable relief when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).
- Auto Renewal, Customer Responsibility, and Indemnification. If you are a Federal Customer subject to the Anti-Deficiency Act or similar limitations on fees or payment absent approved allocation of funding, any auto-renewal of Databricks Services, penalty fees or interest accrual associated with late payment, or Customer indemnification obligations in the Agreement will be deemed inapplicable. Federal Customer agrees to be responsible to Databricks for any claim (i) by a third party alleging that Customer Information or its use with the Databricks Services infringes or misappropriates such party’s Intellectual Property Rights; and / or (ii) arising from or related to your use of the Databricks Services allegedly in violation of any applicable law or the Agreement. Any clause in the Agreement requiring Databricks to defend or indemnify a Public Sector Customer is hereby amended solely to the extent that (a) the U.S. Department of Justice has the sole right to represent the Federal Customers in any such action in accordance with 28 U.S.C. 516, and (b) representation on behalf of Public Sector Customers may lie solely with the applicable state attorney general’s office if you are a state or local government entity.
- Governing Law. Order Forms entered into directly by a Federal Customer subject to this Schedule, the MCSA and any other applicable Schedules will be governed by and construed in accordance with the laws of the United States, and venue and jurisdiction of any dispute will be determined by applicable federal statute. If the federal laws of the United States are not dispositive, then to the extent permitted by federal law, the Agreement will be governed by the laws of the State of California, excluding its conflict of law principles. If you are a state or local government entity, the Agreement is governed by the laws of your state, excluding its conflict of laws principles. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar laws or regulations are enacted, to the extent allowed by law, such law or regulation will not apply to the Agreement, and the governing law will remain as if such law or regulation had not been enacted. The Agreement does not affect statutory rights that cannot be waived or changed by contract.
- Disputes. Notwithstanding any other provision in the Agreement, any dispute between Databricks and any Federal Customer arising under or related to the Agreement will be resolved exclusively under the terms and procedures of the Contract Disputes Act (41 U.S.C. Chapter 71).
- Assignment. If you are a Federal Customer purchasing directly from Databricks, then except to the extent transfer may not be legally restricted, you may not assign the Agreement, any Order Form, or any right or obligation under the Agreement, or delegate any performance, without Databricks’ prior written consent, which consent will not be unreasonably withheld. Databricks may assign its right to receive payment in accordance with the Assignment of Claims Act (31 U.S.C. 3727) and FAR 52.212-4(b), and may assign the Agreement to the extent not prohibited by the Anti-Assignment Act (41 U.S.C. 15). Subject to the requirements of FAR 42.12 (Novation and Change-of-Name Agreements), you agree to recognize Databricks’ successor in interest following a transfer of assets or a change in name. Any attempted assignment or transfer in violation of the foregoing will be void. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
- Taxes. References to taxes payable by Customer will not apply to your purchases of Databricks Services to the extent You are exempt from such taxes, provided that you agree to provide documentation reasonably acceptable to Databricks evidencing your tax-exempt status.
Last Updated March 28, 2022. For earlier versions, please send a request to [email protected] (with “Schedule Request” in the subject).