By accepting, accessing, or using any early access services (“Early Access Services”) offered by Databricks, Inc. (“Databricks,” “we,” “us,” or “our”), you or the company or legal entity you represent (“you” or “your”) accept(s) these terms and conditions (the “Early Access Terms”). If you do not agree to these Early Access Terms, you may not use any Early Access Services. 

If you are using any Early Access Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to these Early Access Terms and acknowledge that by using an email address associated with a company or other legal entity, you agree that Databricks may share your Early Access Services account information and Your Data with that entity without notice to you. 

You acknowledge that Databricks may update the Early Access Terms from time to time. Updates of these terms shall be deemed effective: (a) for new products and services, upon posting of the updated terms here; and (b) for updates to these terms that were previously posted (i) for Monthly Pay-As-You-Go Service customers (i.e., customers who are not on committed usage contracts), 30 days after such update is made to these Early Access Terms and notified as described herein or (ii) for all other customers, upon renewal of the applicable Order Form. Databricks will provide notice to anyone who has subscribed to receive an update to these terms and may additionally provide notice to administrative users of the Early Access Services. If you do not agree to the revised Early Access Terms, you must stop using the Early Access Services.

1. Early Access Services
   1. Overview of Early Access Services. Databricks has developed a Data Intelligence Platform that allows customers to better leverage their enterprise data. The Early Access Services give existing and potential future Databricks customers an opportunity to interact with certain preview features of the Data Intelligence Platform. You must accept service modifications to continue using Early Access Services and if you object to the modifications, your exclusive remedy is to cease using the Early Access Services. 
   2. Beta Restrictions. You understand that the Early Access Services are in “beta” until further notice. While in beta, the Early Access Services (i) are intended to be used for educational, testing, and/or evaluative purposes only and shall not be used in production, (ii) shall not be used to process sensitive or confidential data, and (iii) are not subject to any support, security, compliance, or privacy commitments from Databricks, except as expressly set forth in these Early Access Terms or in documentation related to specific Early Access Service features. As such, you may not use the Early Access Services to process personal data (as defined by applicable privacy laws and regulations) or any other data that is subject to any compliance or other legal requirements. In addition, Databricks personnel have generally unrestricted access to your account and any data used or exposed to the Early Access Services, and Databricks may collect and use such data for the purposes of monitoring, developing, and improving the quality of the Databricks Intelligence Platform. You further understand and acknowledge that Databricks may collect and use certain data and information about you and your Authorized Users in connection with your and your Authorized Users’ use of the Early Access Services in accordance with our Privacy Notice. The Early Access Services may change or discontinue at any time for any or no reason without notice to you.
2. Intellectual Property
   1. Ownership by Databricks. Except for the limited rights expressly set forth herein, Databricks retains all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to (i) the Early Access Services, and any and all related and underlying technology and documentation (including but not limited to products, software tools, algorithms, know-how, processes, methodologies, databases, and architecture) created by or for, or licensed to Databricks; and (ii) any updates, upgrades, improvements, modifications, or derivative works of any of the foregoing, including all intellectual property rights in any of the foregoing ((i) and (ii) collectively the “Databricks Technology”). You will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Databricks Technology as delivered to you. You agree that the Databricks Technology is provided on a non-exclusive basis and not sold, and that no transfer of ownership of Intellectual Property Rights will occur. You further acknowledge and agree that portions of the Databricks Technology, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other intellectual property rights of Databricks and its licensors.
   2. Ownership by You. Except as otherwise provided herein, Databricks obtains no rights to Your Data. You consent to our use of Your Data to provide the Early Access Services to you and your Authorized Users and as described herein.
   3. Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Databricks Services (“Feedback”). If you choose to offer Feedback to Databricks, you hereby grant Databricks a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to freely use and incorporate any Feedback into its products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of Databricks any moral rights which you may have in such Feedback pursuant to applicable copyright law. Databricks acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
3. Your Responsibilities.
   1. Your Responsibilities. You acknowledge and agree that you are responsible for (i) ensuring that each Authorized User has their own credentials, protecting those credentials, and not permitting any sharing of credentials; (ii) any use of the Early Access Services through Your Account, whether authorized or unauthorized; (iii) backing up Your Data; (iv) ensuring that you and each Authorized User have obtained all necessary rights, releases, and permissions to submit Your Data to the Early Access Services and to grant the rights granted to us in these Early Access Terms; (v) your and your Authorized Users’ compliance with these Early Access Terms, our Acceptable Use Policy, and all applicable laws; and (vi) ensuring that Your Data and its submission and use as contemplated and permitted herein will not violate any policies or terms governing Your Data, or any third-party intellectual property, privacy, publicity or other rights.
4. Confidentiality. A receiving party will not use the disclosing party’s Confidential Information for any purpose outside the scope of these Early Access Terms and will not disclose such Confidential Information to any third party except to those of its employees, Affiliates and/or subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of these Early Access Terms; provided that, each such employee, Affiliate and/or subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 4 (Confidentiality). Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to those that the receiving party ordinarily uses with respect to its own Confidential Information of similar nature and in no event using less than a reasonable standard of care; provided, however, that a party may disclose such Confidential Information as required by applicable laws, subject to the party required to make such disclosure giving reasonable notice (if legally permitted to do so) to the other party to enable it to contest such order or requirement or limit the scope of such request.
5. Indemnification. To the fullest extent permitted by applicable law, you agree to defend Databricks and its Affiliates, officers, directors, agents, and employees (collectively, “Databricks Indemnitees”), against any Third-Party Claim (defined below), and to indemnify and hold harmless Databricks from and against any damages, attorneys’ fees and costs finally awarded against Databricks as a result of, or for amounts paid by Databricks under a settlement approved by you in writing of, any Third-Party Claim. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim; and (b) all reasonable necessary cooperation by us at your expense. Databricks has the right to retain counsel to participate in the defense or settlement of any claim. If we decide to participate, you and we will work together in good faith to reach decisions about defending the Third-Party Claim. You will not settle any claim in a manner that does not fully discharge the claim against Databricks Indemnitees or that imposes any obligation on, or restricts any right of, a Databricks Indemnitee without Databricks’ prior written consent, which may not be unreasonably withheld or delayed. You will not be liable for any settlement or compromise that Databricks enters into without your prior written consent.
6. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DATABRICKS PROVIDES THE EARLY ACCESS SERVICES “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR CLARITY, DATABRICKS DOES NOT MAKE ANY WARRANTIES ABOUT THE CONTENT OR FEATURES OF THE EARLY ACCESS SERVICES, INCLUDING THEIR ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, DATA SECURITY, OR ABILITY TO MEET YOUR NEEDS.
7. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DATABRICKS HAVE ANY LIABILITY FOR: (i) LOST PROFITS OR REVENUE; (ii) LOSS OF GOODWILL; (iii) LOSS OR CORRUPTION OF DATA; (iv) LOSS ARISING FROM INACCURATE OR UNEXPECTED RESULTS ARISING FROM THE USE OF THE EARLY ACCESS SERVICES; OR (v) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES, IN EACH CASE REGARDLESS OF WHETHER DATABRICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. DATABRICKS’ AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE EARLY ACCESS SERVICES SHALL NOT EXCEED $500 (FIVE HUNDRED DOLLARS).
8. Export Controls; Trade Sanctions. The Early Access Services may be subject to export controls and sanctions administered or enforced by the United States and other jurisdictions. You acknowledge and agree that you will comply in all material respects with all applicable export controls and sanctions laws, regulations and/or any other relevant restrictions in your use of the Early Access Services, including that you will not permit access to or use of any Early Access Services in any country where such access or use is subject to a trade embargo or prohibition, and that you will not use Early Access Services in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Each party further represents that neither it nor any of its subsidiaries, directors, or officers (and with respect to you, any Authorized User and/or Affiliate accessing the Early Access Services) is: (i) the target of any sanctions; (ii) named on any governmental or quasi-governmental denied party or debarment list relevant to these Early Access Terms; (iii) owned or controlled directly or indirectly by persons who are the target of any sanctions or named on any such list(s); or (iv) located, organized, or resident in a country or territory that is the target of territorial sanctions.  
9. Dispute Resolution. We each agree that any dispute or claim relating in any way to your use of the Early Access Services or these Early Access Terms (each a “Claim,” and collectively, “Claims”) will be resolved solely by binding, individual arbitration, rather than in court, except that either party may elect to resolve a Claim in small claims court if it qualifies. You and Databricks agree that any Claim resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If the foregoing class action waiver between the parties is found to be unenforceable, the entirety of this Section 9 (Dispute Resolution) shall be null and void, but if any other provision of this Section 9 is found to be invalid or unenforceable, the other provisions continue to apply. If for any reason a claim proceeds in court rather than arbitration, you and Databricks waive any right to a jury trial or to participate in a class action. The U.S. Federal Arbitration Act governs these Early Access Terms, and the arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or, if you have accepted these Early Access Terms as a representative of a legal entity, its Commercial Arbitration Rules (each, the “AAA Rules”), in each case, then in effect and except as modified by these Early Access Terms. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. The arbitration shall be held in the county in which you reside or at another mutually agreed location. Payment of filing, administration and arbitrator fees will be governed by the AAA Rules. The arbitrator shall determine all issues of liability on the merits of any Claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. To the extent that you or we prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Notwithstanding the foregoing, you and Databricks both agree that you or Databricks may bring suit in court to enjoin infringement or other misuse of intellectual property rights. This Section 9 (Dispute Resolution) shall survive termination of the Early Access Terms.
10. General. These Early Access Terms comprise the parties’ complete agreement regarding the Early Access Services, superseding any prior or contemporaneous oral or written agreements or other communications. In the event of a conflict between these Early Access Terms and any other ancillary documents related to the Early Access Services, these Early Access Terms will govern and control. For clarity, any other agreements you or the legal entity you represent may have with Databricks in connection with Databricks’ products or services will not apply to the Early Access Services. Except as otherwise set forth in Section 9 (Dispute Resolution), If any provision of these Early Access Terms is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remainder of these Early Access Terms shall remain in full force and effect. The section headings are for convenience and do not have any force or effect. These Early Access Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 9 (Dispute Resolution), the exclusive jurisdiction for all Claims that you and Databricks are not required to arbitrate will be the state and federal courts located in the Delaware, and you and Databricks each waive any objection to jurisdiction and venue in such courts. Unless prohibited by governing law or venue, each party irrevocably agrees to waive jury trial. In all cases, the application of law will be without regard to, or application of, conflict of law rules or principles, and the United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer any of your rights under these Early Access Terms, and any such attempt will be void. Databricks may assign these Early Access Terms and/or its rights under these Early Access Terms to any of its affiliates or to any successor in interest. Any notice or communication concerning these Early Access Terms will be sent by email to the email address you provided. Notices to Databricks should be sent to [email protected]. 
11. Definitions.
    1. “Acceptable Use Policy” means the acceptable use policy located at www.databricks.com/legal/acceptable-use-policy. For purposes of these terms, the terms “Databricks Services” and “Agreement,” as used in the Acceptable Use Policy, include Early Access Services and Early Access Terms, respectively.
    2. “Affiliate” of a party means an entity that controls, is actually or in effect controlled by, or is under common control with such party.
    3. “Authorized User” means employees or agents of you that are selected by you to access and use the Early Access Services.
    4. “Confidential Information” means any business or technical information disclosed by or on behalf of either party or their Affiliates to the other that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Without limiting the foregoing, all non-public elements of the Early Access Services are Databricks’ Confidential Information and Your Data is your Confidential Information. Confidential Information will not include information that the receiving party can demonstrate (a) is or becomes publicly known through no fault of the receiving party, (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, or (d) was independently developed by the receiving party without use of or reference to the Confidential Information.
    5. “Order” means an order form (“Order Form”), online order (including the provisioning of any Databricks Services), Statement of Work (pursuant to an Order Form), or similar agreement for the provision of Early Access Services, entered into by the parties or any of their Affiliates, incorporated by reference into, and governed by, the Early Access Terms. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of these Early Access Terms as if it were an original party hereto.
    6. “Third-Party Claim” means any third party claim or allegation against Databricks that arise out of or are related to any actual or alleged act, default, omission or breach of these Early Access Terms by you or your Authorized Users. A Third Party Claim does not include any claim by Databricks Affiliates.
    7. “Your Data” means all data processed by Databricks on your or your Authorized Users’ behalf in the course of providing the Early Access Services.