Legal

These External User Terms (“External User Terms”) are a Schedule to the Master Cloud Services Agreement (“MCSA“). The MCSA, the Platform Services Schedule, and these External User Terms, together with any other Schedules that reference the MCSA, comprise the Agreement and govern your use of the Platform Services as an External User. Other Schedules do not apply to the services ordered under this Schedule unless expressly referenced as being applicable. This Schedule will co-terminate upon the earlier of the termination of the MCSA or Customer’s agreement with Databricks for the Platform Services. Capitalized terms used but not defined in the External User Terms have the meaning assigned to them in the MCSA.

1. Use of the Platform Services as an External User.
   1. Generally.  Unless otherwise indicated in this Schedule, the terms of the MCSA and the Platform Services Schedule apply to Your use of the Platform Services as an External User of a Customer.  Where the MCSA or Platform Services use the term “Customer”, it shall be deemed to refer to You unless stated otherwise in this Schedule.  Where this Schedule uses the term “Customer”, it shall refer to the Customer who invited You to use the Platform Services Workspace.
   2. Additional Definitions for External Users. The following terms will be added, or where a term is already defined within the MCSA or Platform Schedule, replace the terms set forth therein:
      1. “Cloud Environment” means either a Customer Cloud Environment or an External User Cloud Environment according to context.
      2. “Customer Cloud Environment” means a cloud environment into which the Customer Data Plane portion of the Platform Services are deployed that is provided by the Cloud Provider and managed by a Customer.
      3. “Customer Services” means services offered to External User by a Customer that require the use of the Platform Services.
      4. “External User” means an Authorized User of the Platform Services who has been invited to join a Workspace set up by Customer.
      5. “External User Cloud Environment” means a cloud environment into which the Customer Data Plane portion of the Platform Services are deployed that is provided by the Cloud Provider and managed by External User.
      6. “External User Workspace” means a Platform Services Workspace operated by Customer which has had one or more External Users added to it.
   3. Limited Use of the Platform Services; No Support. External User may use the External User Workspace as an Authorized User of Customer, subject at all times to the MCSA, the Platform Services Schedule and this Schedule and to any restrictions placed on the use of the External User Workspace by Customer.  Without limiting the foregoing,
      1. Customer may use the External User Workspace solely to receive the Customer Services and for no other purposes, and accordingly, Customer may not make available more Customer Data to the External User Workspace than is necessary to permit External User to receive the Customer Services;
      2. External User may only use the External User Workspace while External User is under written agreement with the Customer to receive the Customer Services and for so long as Customer has an active Order Form with Databricks for the use of the Platform Services;
      3. Unless set forth in an Order Form, Customer, and not External User, is Databricks’ ‘customer’ with respect to the use of the External User Workspace and accordingly, Databricks shall have no obligations directly to External User related to the use of the External User Workspace (e.g., Databricks will not be responsible for the provision of Support);
      4. Customer is responsible for managing the External User Workspace and will therefore have access to any Customer Content made available to the External User Workspace by External User; and
      5. Without limiting the foregoing, External User may not use the External User Workspace to replace its use of the Platform Services under any Order Form or other agreement External User executes or has executed with Databricks for the direct use of the Platform Services by External User as a ‘Customer’.
   4. Cloud Environments.  Whether the External User Workspace is deployed into a Customer Cloud Environment or an External User Cloud Environment is a choice to be agreed between External User and Customer and Databricks will likely be unaware of which Cloud Environment the Platform Services are deployed into.  Accordingly, External User acknowledges and agrees that Databricks or the Customer may deploy the Platform Services into an External User Environment, and that accordingly (i) Databricks may have access to the External User Environment for the purpose of providing the Platform Services; and (ii) regardless of whether the Platform Services are deployed into a Customer Cloud Environment or an External User Cloud Environment, Databricks will be entitled to rely on instructions either from Customer or External User relating to the Platform Services or matters relating to the applicable Cloud Environment without looking to the other party for confirmation. Without limiting the foregoing, the shared responsibility described herein does not reduce Customer’s or External User’s obligations under the terms entitled “Additional Terms Relating to Your Deployment” in the MCSA.
2. Additional Authorized Users.  If Customer permits External User to add additional Authorized Users, such Authorized Users must be (i) employees or agents of External User, and (ii) if provided an option within the Platform Services to designate an Authorized User as an ‘Internal User’ or ‘External User’ (or similar), designated as External Users.  For the avoidance of doubt, External User is not permitted to provide access to the Platform Services to third parties for such third parties’ own uses.

Last Updated September 16, 2020. For earlier versions, please send a request to [email protected] (with “External User Terms Request” in the subject).