Legal

This Schedule sets forth terms related to the Advisory Services and is incorporated as part of the Master Cloud Services Agreement ("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. Other Schedules do not apply to the services ordered under this Schedule unless expressly referenced as being applicable. Capitalized terms used but not defined in this Schedule have the meaning assigned to them in the MCSA.

1. Additional Definitions.
   1. “Advisory Services DPA” means, unless Customer has entered into the Platform Services DPA (as defined in the Platform Services section of the Agreement), the Data Processing Addendum for non-Platform Services located at databricks.com/legal/non-platform-dpa.
   2. “Customer Materials” means the information and materials you provide to Databricks for Databricks to perform the Advisory Services.
2. Advisory Services.
   1. Generally. Subject to the Order Form, Databricks will provide Advisory Services to facilitate your use of the Databricks platform. Unless otherwise agreed by the parties, Advisory Services will expire one year after the Start Date indicated on the Order Form and will be booked on the basis of 8-hour service days.
   2. Intellectual Property.
      1. License. Upon your payment of all Fees under an applicable Order Form, Databricks grants you a non-exclusive, perpetual, fully paid-up, royalty-free license to use, copy, modify, or create derivative works based on any Advisory Services work product delivered by Databricks to you under the Order Form (the “Deliverables”). If and to the extent Databricks incorporates any Databricks Materials (as defined below) into the Deliverables, Databricks grants to you a non-exclusive, perpetual, fully paid-up, royalty-free license to use, copy, modify or create derivative works based on such Databricks Materials, solely as incorporated into the Deliverables and solely for your internal business use as reasonably necessary to use the Deliverables for their intended purposes. For the avoidance of doubt, no part of the Platform Services will be deemed to be incorporated into the Deliverables.
      2. Databricks Materials. Subject to your rights in your Confidential Information, Databricks will exclusively own all rights, title and interest in and to: (i) the Deliverables; and (ii) any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, training materials, and other materials of any kind used or developed by Databricks or its personnel in connection with performing the Advisory Services, or any other Databricks Services (collectively “Databricks Materials”), including all Intellectual Property Rights in any of the foregoing.
      3. No Maintenance. Unless otherwise set forth in the Order Form or an SOW, the Deliverables are not subject to any maintenance, support or updates after the termination of the Order Form.
   3. Requirements; Limitations. Databricks will provide the Advisory Services at a mutually agreed location. While on Customer’s premises, Databricks will adhere to reasonable policies provided by Customer to Databricks in writing in advance. For the avoidance of doubt, no such policies will be deemed to modify the terms of the Agreement.
   4. Use of Workspace during Performance of Advisory Services. You may be required to use a Workspace in order to receive the benefit of the Advisory Services. Your use of the Workspace constitutes acceptance of the Platform Services terms of the MCSA unless the Workspace is provided as part of a Databricks Powered Service, in which case your use of the Workspace constitutes acceptance of the terms and conditions governing such Databricks Powered Service.
3. Your Obligations; Customer Materials. 
   1. Your Responsibilities. You:
      1. are responsible for taking reasonable steps at all times to maintain the security, protection and backup of all Customer Materials, including within the Platform Services and any Customer Systems;
      2. acknowledge that: (i) Databricks does not provide data backup services; and that (ii) Databricks is not responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Materials not caused by the gross negligence or willful misconduct of Databricks or any third party under the control of Databricks;
      3. agree not to provide Databricks with access to more data (including Customer Data or Personal Data) than is reasonably necessary to permit Databricks to perform the Advisory Services; and
      4. acknowledge that successful delivery of the Advisory Services depends on your full and timely cooperation. You agree to make available any reasonably requested personnel and/or information in a timely manner to allow Databricks to perform such services.
   2. Restrictions on Use. You will not:
      1. copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of any Deliverables provided to you in object code, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by the Agreement or by law notwithstanding this prohibition;
      2. use the Databricks Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party's possible purchase of any Databricks product or service; or
      3. transfer or assign any of your rights hereunder except as permitted under Section 11.4 (Assignment) of the MCSA.
   3. Customer Materials. You represent and warrant to Databricks that Customer Materials will not contain:
      1. any data for which you do not have all rights, power and authority necessary for its collection, use and processing as contemplated by the Agreement; or
      2. except as otherwise specified in an Order Form, any (x) bank, credit card or other financial account numbers or login credentials, (y) social security, tax, driver's license or other government-issued identification numbers, or (z) health information identifiable to a particular individual.
4. Data Protection. Databricks will maintain appropriate administrative, physical, and technical safeguards according to ISO/IEC 27001:2013 (the “ISMS Standard”) for protection of the security and confidentiality of Customer Materials under Databricks’ control. Unless specified otherwise in an Order Form, Databricks engages in the performance of Advisory Services with the expectation that Customer is not engaging Databricks for the purpose of having Databricks act as a data processor for Customer. Nevertheless, except with respect to free Advisory Services, unless you have entered into the Platform Services DPA, the terms of the Advisory Services DPA are hereby incorporated by reference and will apply to the extent Databricks is deemed to act as Customer’s data processor during the performance of Advisory Services when the Customer Materials include Personal Data, as defined in the Advisory Services DPA. Please note that this Schedule and the Advisory Services DPA do not govern the protection of Customer Content and Databricks does not act as a data processor with respect to any data processed by or within a Databricks Powered Service.
5. Expenses. You agree to reimburse Databricks for reasonable travel and lodging expenses actually incurred by Databricks.
6. Warranties; Disclaimer.
   1. Warranties. Databricks warrants that the Advisory Services will be provided in a professional and workmanlike manner consistent with industry standards. You must notify Databricks of any warranty deficiencies within 90 days from performance of the deficient Advisory Services. Unless set forth in an Order Form or SOW, Databricks makes no guarantee as to whether the Advisory Services will be completed within any specific time frame.
   2. Disclaimer. THE WARRANTIES IN SECTION 6.1 (WARRANTIES) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE DATABRICKS’ SERVICES PROVIDED HEREUNDER. DATABRICKS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE FOREGOING. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (i) SERVICES PROVIDED UNDER ANY FREE TRIAL PERIOD ARE PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND BY DATABRICKS; (ii) WITHOUT LIMITATION, DATABRICKS DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE DATABRICKS SERVICES; AND (iii) DATABRICKS IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE DATABRICKS SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE.
   3. Exclusive Remedy. FOR ANY BREACH OF THE WARRANTY AT SECTION 6.1 (WARRANTIES), YOUR EXCLUSIVE REMEDY AND DATABRICKS’ ENTIRE LIABILITY WILL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF DATABRICKS CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, DATABRICKS WILL END THE DEFICIENT SERVICES AND REFUND TO YOU THE PORTION OF ANY PREPAID FEES PAID BY YOU TO DATABRICKS APPLICABLE TO THE PERIOD FOLLOWING THE COMMENCEMENT OF THE DEFICIENCY.
7. Additional Indemnities. In addition to the Customer indemnities set forth in the MCSA, Customer’s obligation to defend and indemnify Databricks Indemnitees will include a Claim Against Databricks (i) alleging that any Customer Materials or the use of Customer Materials with the Databricks Services infringes or misappropriates such party’s Intellectual Property Rights; or (ii) arising from any instructions provided by Customer to Databricks in the creation by Databricks of the Deliverables.

Last Updated March 28, 2022. For earlier versions, please send a request to [email protected] (with “Schedule Request” in the subject).