External Use Schedule
This Schedule sets forth terms related to the ability for Customer to provision access to the Platform Services to an External Client and is incorporated as part of the Agreement. The “Agreement” consists of the Master Cloud Services Agreement (“MCSA“), and this Schedule, together with any other Schedules that reference the MCSA, and any accompanying or future Order You enter into with Databricks issued under the MCSA for the use of Platform Services. 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.
- Definitions for External User Workspace Deployment. The following terms will be added, or where a term is already defined within the MCSA, replace the terms set forth therein:
- “Authorized Locations” means, unless specified otherwise in an Order, the world, other than those countries to which export of software is restricted by applicable law (as of the Effective Date: Russia, Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria).
- “Authorized User” means Internal Users and, if an Order explicitly permits it, External Users. Where Authorized Users is used alone in this External Use Schedule, it shall refer to both Internal Users and External Users unless the context otherwise requires.
- “Databricks Brand Guidelines” means the Databricks brand guidelines governing the use of Databricks Marks made available or otherwise communicated to Customer by Databricks, as updated by Databricks from time to time.
- “Customer Services” means the solution or services provided by Customer to its External Client that integrate or make use of the Platform Services, which solution or services must contain sufficient features, functions and capabilities such that External Client would not reasonably purchase the solution or services primarily to gain the use of the Platform Services.
- “Direct Agreement” means the terms Databricks may require to establish directly with an External Client to govern their use of the Platform Services, such as the External User Terms or other Databricks-approved terms (for example, an existing agreement with a proposed External Client who is already a Databricks customer) or in the absence of any stated terms, the terms set out at https://www.databricks.com/legal/mcsa.
- “External Client” means a customer or client of Customer to whom Customer provides direct access to the Platform Services as part of delivering Customer Services.
- “External User Terms” means the External User terms of service located at databricks.com/external-user-terms (or such other location as Databricks may provide, and as may be updated from time to time).
- “External User” means an employee or agent of an External Client.
- “External User Cloud Environment” means a cloud environment provided by a Cloud Provider and into which a portion of the Platform Services are deployed and managed by External Client.
- “External User Workspace” means a Platform Services Workspace operated by Customer which has had one or more External Users added to it.
- “External Uses” means the permitted use of the Platform Services by an External Client and its respective External Users solely for such External Client’s internal business purposes. For the avoidance of doubt, an External Client may not itself have External Clients or External Users who are not its own employees or agents.
- “Internal User” means an employee or agent of Customer (or other individuals solely to the extent explicitly permitted in an Order) selected by Customer to access and use the Platform Services.
- “Marks” means a party’s trademarks, trade names, service marks, logos, service names and other distinctive brand features relating to such party’s products and services.
- “Multiworkspace Services” or “MWS Services” means the functionality within the Platform Services that permit a Customer to provision, control, and deprovision multiple Workspaces from a single ‘account’ of Databricks Platform Services.
- Multiworkspace Services.
- Generally. Except as set forth below, Customer’s and Databricks’ rights and responsibilities regarding the use of the MWS Services are the same as those set forth in the MCSA.
- Minimum Terms for Orders permitting External Uses. Orders permitting the use of MWS Services for External Uses shall, in addition to the minimum terms required of Orders generally, identify: (i) the amount of the commitment for the Platform Services and the term length for such commitment; (ii) that the Platform Services may be used for External Uses; (iii) any applicable limitations on number or type of Workspaces (whether internal or external) and External Users, and (iv) any other applicable terms and conditions.
- External Users. If provided an option within the Platform Services to designate an Authorized User as an ‘Internal User’ or ‘External User’ (or similar), Customer shall (a) accurately designate all External Users, and (b) not interfere with the External User’s acceptance of any terms Databricks may require to sign up such External User (e.g., the External User Terms) nor accept such terms on the External user’s behalf.
- Provision of the MWS Services. Your provision of the MWS Services remains subject to your, and your Authorized Users’ compliance with the terms and conditions of the Agreement, and with respect to External Clients’ and External Users use of the Platform Services, the Direct Agreement. You and your Internal Users may access and use the MWS Services solely for (i) your internal business purposes during the term of the applicable Order; and (ii) to the extent expressly permitted in an applicable Order, to provide External Clients and External Users access and use of the MWS Services solely for such External Clients’ internal business purposes during the term of an applicable Order; and (iii) any other permitted use explicitly set forth in an applicable Order.
- Deployment into External User Cloud Environments. If Customer is permitted in an Order to deploy Workspaces into External User Cloud Environments (such deployment, an “External Deployment), the following additional terms apply to such External Deployments:
- Customer shall have a written contract with each External Client that contains terms expressly permitting the Platform Services to be deployed into the External User Cloud Environment;
- Customer shall not permit any individual or a party to interact with the Platform Services other than the External Client into whose External User Cloud Environment the Platform Services are deployed; and
- Customer shall ensure that it (i) either has admin privileges for each External User Cloud Environment; or (ii) is fully responsible for interfacing between Databricks and the Client Customer regarding any configuration or other issues relating to the External User Cloud Environment, such that Databricks does not have to interact with any representative of a Client Customer.
- Customer Responsibilities. The following are in addition to Customer’s responsibilities provided elsewhere in the Agreement:
- Generally. Customer shall be responsible for all External Users to the same degree Customer is responsible for Authorized Users under the Agreement.
- Fees. Customer shall be responsible for all Fees arising from External Client's use of the Platform Services, including any retroactive Fees applicable to such uses.
- Termination for Breach. Databricks may suspend or terminate an External Client for breach of the Agreement as if External Client were the Customer under the Agreement.
- Additional Responsibilities relating to External User Workspaces. Customer shall, with respect to use of the Platform Services by an External Client:
- as between Databricks and Customer, be fully responsible for (a) providing any support to External Client relating to the use of the Platform Services; and (b) any External Client Systems that contain Customer Content or otherwise interact with the Platform Services;
- not make any representations to an External Client or any other third party regarding the Platform Services or Databricks that have not been pre-authorized in writing by Databricks;
- ensure that no more than one External Client is provided access to a given Workspace and that each Workspace is only used to process data of that one External Client;
- not permit the Platform Services to be used by any External Client for any purpose other than to permit the External Client to receive the Customer Services;
- inform each External Client in writing that (i) External Client’s rights to use the Platform Services as an External User are limited to use as part of the Customer Services; (ii) External Client is not permitted to make more Client Customer Content available to the Platform Services than is reasonably necessary to accomplish the foregoing purposes; (iii) Customer (and not Databricks) is responsible for support of the Platform Services, including administering and managing the Workspace for such External Client, and that accordingly Customer shall have access to any Client Customer Content in or accessible from such External User Workspace; (iv) Databricks may (1) in the course of providing the Platform Services to Customer gain access to a External User Workspace; and (2) collect and use Usage Data as set forth herein and in the Direct Agreement (as defined below); and
- Before giving an External User access to the Platform Services, Customer shall ensure that the relevant External Client has a Direct Agreement with Databricks. Databricks may update the External User Terms on thirty (30) days prior written notice to Customer, provided that such update shall only be applicable to existing External Clients upon renewal, or to new External Clients authorized as External Users after the effective date of such update. Customer may not agree on Databricks’ behalf to any modifications to the External User Terms except as specified below. Databricks will reasonably consider changes requested by External Client. Upon Databricks’ written approval of an External Client requested modification to the External User Terms, Databricks may, at its option, either permit Customer to reference the agreed modification in an Order or similar document with Databricks, or may require the External Client to separately execute the modified version of such agreement with Databricks.
- Support and Logistics; Activities.
- Provision of Support by the Parties. Customer will provide all support directly to its External Client with respect to its use of the Platform Services, and Databricks will not provide Support to External Clients or External Users directly. Databricks will only provide Level 3 Support, and only directly to Customer support personnel. Customer is responsible to deliver Level 1 and Level 2 support, including collaborating with Databricks to escalate and receive Level 3 assistance from Databricks. The definitions of Level 1, Level 2 and Level 3 Support are set forth in Appendix 1. Customer will be responsible to External Clients for the support experience and will provide support incident management for External Clients’ use of the Platform Services. Customer will in its sole discretion determine how to structure its Level 1 and Level 2 support relationship with External Clients. Customer agrees to integrate with the Databricks existing support ticketing system as needed to raise escalations for Level 3 Support. Databricks Support shall be limited to issues that relate to Platform Services components specifically, not Apache Spark in general. Databricks will upon request provide reasonable enablement materials to enable Customer to provide Level 1 and Level 2 Support to its External Clients and External Users.
- Customer Responsibility. Customer will apply Level 1 and Level 2 Support to issue, isolate, troubleshoot, and resolve External Client-reported cases. If after such efforts Customer is not able to resolve the cases without assistance, Customer will forward such support requests to Databricks via the process mutually agreed to by the parties. Customer is limited to two (2) named contacts that are permitted to open Level 3 Support tickets with Databricks. Customer shall complete all required training reasonably specified by Databricks for Level 1 and Level 2 Support engineers and receive all relevant partner certifications reasonably set forth by Databricks.
- Enablement. From time-to-time, Databricks may provide certain training to better enable Customer to provide the Platform Services to External Clients. Customer agrees to use commercially reasonable practices to attend any such trainings offered by Databricks upon Databricks’ reasonable request. Should Customer desire more training than offered by Databricks for enablement purposes, the parties shall enter into a separate agreement on Databricks’ standard terms for additional training (currently:databricks.com/training-services-schedule).
- Trademark.
- Customer Materials Co-Branding License. Customer grants Databricks a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use, solely for the purpose of providing features that permit Customer to modify the ‘look-and-feel’ of the Platform Services, for the purpose of identifying and promoting Customer’s use of the MWS Services as or as the parties otherwise agree in writing, any Customer Marks uploaded to the Platform Services or otherwise provided to Databricks by Customer. Customer may withdraw its approval of any use of Customer Marks in the Platform Services at any time in its sole discretion by removing the Customer Marks from the Platform Services or, for other uses, by sending a notice to Databricks in accordance with the Notice provisions of the MCSA, provided that no such withdrawal will require the recall of any previously published or distributed materials. Customer acknowledges that where Customer Marks are embedded in the Platform Services, Databricks may require a reasonable period of time to remove such Marks.
- Databricks Trademark License. Subject to Customer’s compliance with the terms and conditions of this Schedule, the Agreement, the Databricks Brand Guidelines and any applicable Order, Databricks hereby grants to Customer a royalty-free, non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the Order Term, to use the Databricks Marks in the Authorized Locations solely as authorized in the applicable Order. Customer shall provide Databricks with samples of each use of Databricks Marks prior to such use and shall refrain from all uses that Databricks informs Customer are detrimental to Databricks’ interests. Any use of a Databricks Mark by Customer must correctly attribute ownership of such mark to Databricks and must be in accordance with applicable law and Databricks’ then-current trademark usage guidelines that have been provided or made available to Customer. Customer acknowledges and agrees that Databricks owns the Databricks Marks and that any and all goodwill and other proprietary rights that are created by or that result from Customer’s use of a Databricks Mark hereunder inure solely to the benefit of Databricks. Customer will at no time contest or aid in contesting the validity or ownership of any Databricks Mark or take any action in derogation of Databricks’ rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any Databricks Mark. Databricks may withdraw its approval of any use of Databricks Marks at any time in its sole discretion upon written notice to Customer, which withdrawal shall be effective promptly, provided that no such withdrawal will require the recall of any previously published or distributed materials that cannot reasonably be recalled.
- Additional Indemnities. In addition to any indemnifications in the MCSA and subject to the limitations and conditions of indemnification set forth therein, Customer agrees that Customer shall defend any Databricks Indemnitee against any Claim Against Databricks (a) alleging that any Customer Content or the Customer Marks or the use of such with the Databricks Services infringes or misappropriates such party’s Intellectual Property Rights; (b) arising from or related to External Uses in violation of any applicable law or regulation, this Schedule, or the Agreement; (c) arising from or related to Customer’s breach of its obligations under the Agreement relating to External Clients; or (d) to the extent arising from or related to a Claim Against Databricks by a third party (including External Client) relating to an External Client’s use of the Platform Services as an External Client and not arising from Databricks’ gross negligence, willful misconduct or breach by Databricks of a Direct Agreement (each (a)-(d) a "Data Claim"), and shall indemnify each Databricks Indemnitee from and against any damages, attorney fees and costs finally awarded against a Databricks Indemnitee as a result of, or for amounts paid by a Databricks Indemnitee under a settlement approved by Customer in writing of, a Claim Against Databricks.
- Additional Data Protection Terms. Neither Customer, nor any Authorized User, nor any External Client may process or allow access to any Cardholder Data, PHI, or data subject to PCI-DSS or HIPAA compliance under the MWS Services.
Appendix 1
External Use Support
Support Responsibilities | ||
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Support Levels – Definitions | ||
Support Level | Provided By (To) | Definition |
L1 | Customer (support provided to External Client) | Basic investigation of a problem, resulting in resolution or sufficient information to determine whether escalation is required, including:
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L2 | Customer (support provided to External Client) | Advanced investigation of a problem that requires basic Spark and Databricks Platform Services expertise, resulting in successful replication of the problem or identifies an alternative investigation path, including:
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L3 | Databricks (support to be provided to Customer) |
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External Use Schedule - Last Revised: September 2023