This Databricks’ Reseller Agreement (“Reseller Agreement”) between the Databricks’ entity and Value-Added Reseller (“VAR”), identified in the Order Form between Databricks and VAR that authorizes VAR to resell Databricks Services (the “Order Form”), is effective upon the execution of the Order Form. Any capitalized term used, but not defined in this Reseller Agreement, shall have the meaning assigned to such term in the Order Form or the Master Agreement. VAR authorization to resell the Ordered Services is subject to the following terms:

1. End User Relationship. VAR represents, warrants, and covenants that it will not hold itself out as an agent or representative of Databricks. Databricks will have no responsibility to VAR with respect to any non-payment by the End User and VAR will not receive any discount, credit or refund of any fees, expenses or charges payable by VAR as set forth in the Order Form as a result of any such issue. VAR is responsible for contracting with the End User in relation to the provision of the Ordered Services, and subject to the limitations in “Service Discounts” Section below, VAR is free to establish its own pricing for the Ordered Services. VAR will not make any representations, warranties or guarantees to End Users or any other third party with respect to the specifications, features or capabilities of Databricks Services, on behalf of Databricks, or that are inconsistent with the information provided to VAR by Databricks.
2. Conduct. VAR is exclusively responsible for complying with all applicable laws, regulations, public procurement regulations, and government contractual rules (collectively, "Applicable Rules") in connection with reselling Databricks Services. VAR will not sell Databricks Services to any End User where doing so would result in either a breach of Applicable Rules or any liability of any nature whatsoever for Databricks arising under any Applicable Rules (each being a "Resale Liability"). VAR will not (a) engage in any illegal, false or deceptive acts or practices with respect to VAR’s business activities; or (b) disparage Databricks or its Affiliates, or any of their products of services, or portray Databricks or its Affiliates, or any of their products or services in a false, competitively adverse, or poor light.
3. Service Discounts. VAR will disclose the value of any discount provided to it by Databricks in the Order Form, in excess of any VAR Discount, to the End User.
4. Compliance with Terms. VAR is responsible for ensuring that End Users comply with all relevant obligations under the Master Agreement (to include all Schedules) and the Order Form, and that the terms of any agreement between VAR and the End User regarding the Ordered Services are not inconsistent with those documents. A breach of the Master Agreement (to include all Schedules) or the Order Form by any End User constitutes a breach by the VAR.
5. Code of Business Conduct and Ethics. VAR acknowledges Databricks’ Code of Business Conduct and Ethics (the “Code”) (currently located at https://www.databricks.com/global-code-of-conduct, as it may be updated by Databricks from time to time, and as may be available on any successor or related site designated by Databricks) prohibits the paying of bribes to anyone for any reason, whether in dealings with End Users, government entities or employees, or the private sector. VAR will (a) not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption laws in performing under the Order Form; and (b) immediately notify Databricks of any investigation, official complaint, litigation, or other regulatory proceedings against VAR or any of its principals, officers or employees regarding suspected or alleged violations of anti-bribery or anti-corruption laws.
6. Verification of Compliance. Until 6 years after the End Date of the Order Form, VAR will maintain true, complete, and accurate books and records sufficient to verify compliance of its obligations under the Order Form. During this period, upon reasonable notice from Databricks, Databricks, its Affiliates, and its designated representative(s) may audit these books and records to the extent necessary to verify VAR’s compliance with these obligations. Any audits will be conducted at VAR’s premises during normal business hours, no more than 1 time per calendar year, and in a manner not designed to unreasonably interfere with VAR’s ordinary business operations. If any audit reveals material non-compliance with VAR’s obligations under the Order Form, VAR will reimburse Databricks for all reasonable out-of-pocket fees and expenses incurred by Databricks in connection with the applicable audit within 10 days.
7. Indemnification of Databricks. VAR will defend, indemnify, and hold harmless Databricks, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses (claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees) or Resale Liabilities arising out of or relating to any third party claim, demand, or allegation of any kind concerning (a) the resale of Databricks Services in a manner not authorized by this Agreement or the Order Form; (b) a breach by VAR or any End User of any obligations, representations or warranties under the Agreement or the Order Form; (c) a violation by VAR, or any End User, of Applicable Rules, any law, rule or regulation pertaining to the performance of the Order Form or the Agreement; (d) sales, marketing or promotional materials, terms, warranties or related information regarding the Databricks Services provided by VAR, or VAR’s failure to meet any promises, warranties, policies or guidelines provided by it in relation to Databricks Services that are inconsistent with the information provided to VAR by Databricks; (e) the infringement or misappropriation of any intellectual property rights of any third party by any promotional or marketing materials developed or created by VAR or on VAR’s behalf; (f) taxes, fees, interest or penalties imposed on Databricks as a consequence of resale of Databricks Services; or (g) a dispute between VAR and any End User.
8. No Third Party Beneficiaries. Except as set forth in the above “Indemnification” Section, the Order Form does not create any third party beneficiary rights in any individual or entity that is not a party to the Order Form.
9. No Multi-Tier Resale. VAR will not intentionally sell the Ordered Services to any entity for further resale (i.e., through an additional tier of distribution) without prior written authorization from Databricks.
10. Public Sector End Users. A “Public Sector End User” is an End User that is an agency, organization or other entity that is within (or is substantially owned, funded, managed, or controlled by): the executive, legislative or judicial branches of any government within the U.S. (federal, state, or local) and its territories, or by any other country’s government at any level; quasi-governmental entities (such as the World Bank); or international governing/regulatory bodies (such as European Union institutions); and publicly funded institutions (such as colleges, universities, and hospitals). This definition includes the employees, representatives, agents, contractors, and subcontractors of the above agencies, organizations, or entities. This Section 10 applies only to the extent the End User is a Public Sector End User.
    1. Notice of Suspension or Debarment. VAR must give notice to Databricks immediately upon a finding by any judicial, governmental, or regulatory entity that it or any of its Principals (as defined in Federal Acquisition Regulation (“FAR”) 52.209-7) have been suspended, debarred, or otherwise prohibited from doing business with any Public Sector End User.
    2. U.S. Government Rights. In accordance with FAR 12.211 and 12.212, and Defense Federal Acquisition Regulation Supplement (“DFARS”) Sections 227.7202-1 and 227.7202-3, Databricks Services are provided as “commercial items” and “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to Databricks Services (as addressed in the Master Agreement). The terms “commercial item” and “commercial computer software” “commercial computer software documentation,” and “technical data” are defined in the FAR and the DFARS.
11. Term. The term of this Reseller Agreement will commence upon execution of the Order Form and will remain in effect with respect to all Order Services until the expiration or termination of the Order Form.
12. Nondisclosure. VAR agrees that the terms of this Addendum are not publicly known and constitute Confidential Information under the Master Agreement, and will not be disclosed except to the extent required by law, regulation, or a U.S. government contract related to the Order Form held by the VAR or a higher tier contractor. If a request for this Reseller Agreement is made under the Freedom of Information Act (“FOIA”) or other applicable law, VAR will provide Databricks with reasonable notice sufficient to allow Databricks the opportunity to seek a protective order.
13. Entire Agreement, Construction. This Reseller Agreement and the Order Form is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Reseller Agreement. To the extent any provision in the Order Form clearly conflicts with a provision of this Reseller Agreement, the provision in the Order Form will be binding and the conflicting provision in the Reseller Agreement will be deemed modified solely to the extent reasonably necessary to eliminate the conflict. If any provision of this Reseller Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. Each party acknowledges and agrees that it has adequate sophistication, including legal representation, to fully review and understand this Reseller Agreement; therefore, in interpretation of the Agreement with respect to any drafting ambiguities that may be identified or alleged, no presumption will be given in favor of the non-drafting party.

Last Updated June 2, 2022. For earlier versions, please send a request to [email protected] (with “Schedule Request” in the subject).