This Schedule sets forth terms related to a Private Cloud deployment of the Platform 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 the MCSA, and any accompanying or future Order Form you enter into with Databricks issued under the MCSA for the use of PVC Services, 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. Capitalized terms used but not defined in this Schedule have the meaning assigned to them in the MCSA.

1. Definitions for Private Cloud Deployment. The following terms will be added, or where a term is already defined or referenced within the MCSA, replace the terms set forth therein:
   1. “Customer Cloud Environment” means the cloud environment provided by the Cloud Service Provider into which the Platform Services are deployed.
   2. “PVC Services” means a Platform Services implementation in an environment known as “private cloud” or “PVC” wherein the Platform Services are fully deployed into a Customer Cloud Environment.
   3. “Report(s)” means one or more reports generated using the reporting tools provided to Customer by Databricks.
   4. Update(s)” means updates to the PVC Services provided by Databricks.
2. Private Cloud Deployment Terms. For any deployment of the PVC Services, the terms of this Section 2 replace any terms describing or relating to Databricks’ obligations for a deployment of the Platform Services where a portion of the Platform Services is deployed into a Databricks Cloud Environment, including without limitation Sections 4.6(a) (Shared Responsibility) and 4.6(c) (Databricks Responsibilities) of the MCSA. For the avoidance of doubt, such terms shall not be applicable to the PVC Services. Customer additionally acknowledges that (i) certain functionality and features in non-PVC Services deployments of the Platform Services may not be present in the PVC Services, and (ii) Databricks’ obligations within the Security Addendum shall be applicable only to the extent Databricks is responsible for the PVC Services under this Schedule.
   1. Private Cloud Deployment. If indicated in an Order, Databricks will provide Customer with deployment of the PVC Services for which Customer, rather than Databricks, is solely responsible for the hosting and management, and that accordingly, notwithstanding anything to the contrary in the Agreement:
      1. Customer shall be responsible for the timely application of any Update(s);
      2. Customer acknowledges that the Documentation may contain information, including feature documentation, that is inapplicable to the PVC Services;
      3. Databricks makes no representations as to the availability of the PVC Services;
      4. Customer acknowledges that Databricks may be restricted in its ability to support the PVC Services if Customer does not apply Update(s) in a timely manner and agrees that any issue caused by the failure to apply the Update shall be Customer’s sole responsibility;
      5. Customer, not Databricks, shall be responsible for adding or removing any Authorized User;
      6. Customer acknowledges its obligation to secure the PVC Services and the Customer Cloud Environment in which it is deployed from unauthorized access;
      7. Customer acknowledges that Databricks may be limited in its ability to provide support for the PVC Services unless Customer provides Databricks with access to the PVC Services deployment (e.g., via VPN); and
      8. Should Customer provide Databricks with access to the PVC Services in Customer’s environment for the purposes of enabling Databricks to provide support, Customer acknowledges its obligation to limit such access to the extent necessary for Databricks to provide such support.
   2. Usage Data; Reports; Auditing.
      1. Usage Data. Customer must provide Databricks with exports of Usage Data from the PVC Services when requested by Databricks.
      2. Reports. Customer must provide Databricks with Report(s), or access to Report(s) that are reasonably satisfactory to Databricks, within five (5) days following the end of each calendar month during an Order Term.
      3. Non-Modification. Customer may not redact or otherwise modify or otherwise interfere with the generation of the Usage Data or Reports.
      4. Usage Audits. No more than once in any 12 month period during the Term, and once in the 12 month period following the date of termination or expiration of the Agreement, Databricks may audit Customer’s records for the purpose of confirming the accuracy of the Reports. Any such audit will be conducted during regular business hours at the Customer’s offices and facilities and shall not interfere unreasonably with Customer’s business activities. In carrying out such audits, Databricks shall at all times comply with any security requirements of the Customer as notified to Databricks from time to time in advance in writing. The audit will be conducted Databricks’ expense, except that if the audit discloses underpayments in excess of 10% or $5,000 (whichever is greater) over the period under review, then Customer (in addition to such other remedies as may be available at law and equity) shall reimburse Databricks for the reasonable, documented cost of such audit up to $10,000, and the over-compensated party shall compensate the undercompensated party (either directly, or via an applicable Authorized Reseller) within 30 days of receiving the results of the audit.
   3. Additional Terms Relating to your Private Cloud Deployment.
      1. No Backup. Customer acknowledges that the PVC Services do not provide backup services or disaster recovery to enable recovery of Customer Content. Accordingly, and without limiting the foregoing, but subject to the Platform Services Warranty contained in the MCSA, Databricks is not responsible for any loss, destruction, alteration, or corruption of Customer Content, except to the extent caused by the gross negligence or willful misconduct of Databricks.
      2. Additional Responsibilities. You acknowledge and agree that you are solely responsible for (1) protecting the security of all your credentials used to access the PVC Services; (2) securing the Customer Cloud Environment, the PVC Services, and any Customer System (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (3) backing up Customer Content (e.g., via Github or other third party System); (4) backing up and securing Customer Content under Customer’s control within the Customer controlled System and; (5) any security or other issues resulting from any Customer Content, and Customer expressly assumes the risks associated with the foregoing responsibilities; and (6) managing and paying the charges associated with your usage of the Customer Cloud Environment (e.g., compute and storage fees).
3. Private Cloud Workspace Cancellation; Termination. Notwithstanding anything to the contrary in the Agreement, if the Agreement or this Schedule is terminated for any reason, you agree to cancel your PVC Services Workspace(s) and purge all stored elements of the PVC Services from your Systems within thirty (30) days following the termination of the Agreement.
4. Indemnity Exclusions. Databricks shall have no obligation to defend or any liability for any IP Claim to the extent arising from a failure of Customer to timely apply any Update provided by Databricks.

Data Protection. For the avoidance of doubt, and notwithstanding anything to the contrary in the Agreement, Databricks does not act as Customer’s data processor during Customer’s use of the PVC Services. Accordingly, the Platform Services DPA shall not be applicable to the use of the PVC Services.

Last Updated August 12, 2022. For earlier versions, please send a request to [email protected] (with “TOS Request” in the subject).