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Databricks Supplemental Terms  

By clicking “accepted” or by otherwise using Databricks platform services in SAP Business Data Cloud Services (“SAP Databricks”) through which these Databricks Supplemental Terms (“Terms” or “Agreement”) are presented, Customer (as defined below) hereby agrees to these Terms with Databricks, Inc. (“Databricks”) as of the Effective Date. The “Effective Date” is the date Customer agrees to these Terms through the means stated above. Other capitalized terms are as defined below.

  1. SCOPE. This Agreement provides, solely as between Customer and Databricks, the contractual provisions applying to Databricks Spark & AI Assistance, as well as the terms relating to data protection and security applicable to SAP Databricks.
  2. DATABRICKS SPARK & AI ASSISTANCE.
    • Databricks will provide you Databricks Spark & AI Assistance Services for no additional charge during the Term of your subscription to SAP Databricks as part of SAP Business Data Cloud Services procured from an SAP Seller (subject to Section 11).
    • Databricks Spark & AI Assistance is in addition to and separate from SAP Databricks, or any SAP consulting, technical support or other SAP Solutions you may purchase via an SAP Seller, or other services you may procure under separate order from Databricks or SAP as applicable.
    • However, if you are an SAP outbound channel partner, and the subscription obtained from an SAP Seller is not a purchase for your internal productive use (e.g. is instead a “non-productive use” subscription for trial, demo, or internal training purposes), then the provisions of this Agreement regarding Spark & AI Assistance do not apply to you or your use of such non-productive use subscription.
  3. DATA PROTECTION, SECURITY AND COMPLIANCE (SAP DATABRICKS).
    • Data Protection and Privacy Notice. The terms of the DPA (as defined below) are hereby incorporated by reference and are the only terms that apply to the processing of Personal Data as described in the DPA, in connection with SAP Databricks and Databricks Spark & AI Assistance. Databricks does not act as a data processor or subprocessor with respect to any data processed by or within an SAP Solution. SAP does not act as a data processor or subprocessor with respect to any data processed by or within SAP Databricks or Databricks Spark & AI Assistance. Customer acknowledges that Databricks will receive account information from SAP SE and/or its affiliate(s) in connection with the supply, provisioning and support of the Databricks Services, and agrees that such information will be handled in accordance with the Databricks Privacy Notice found at www.databricks.com/legal/privacynotice.
    • Security Measures. Databricks shall implement reasonable administrative, physical, and technical safeguards to protect the security of the Databricks Services and the Customer Content as set forth in the Security Addendum (“Security Measures”); and shall, without limiting the foregoing, maintain certification to ISO/IEC 27001:2013 or equivalent/greater standards during the term of this Agreement. While Databricks may update the Security Measures, it shall not materially diminish the effectiveness of the Security Measures.
    • Compliance. Databricks will provide the Databricks Services in accordance with its obligations under laws and government regulations applicable to Databricks’ provision of the Databricks Services to its customers generally, including, without limitation those related to data protection and data privacy, irrespective of Customer’s particular use of the services.
    • Documentation and Acceptable Use Policy. Customer will not, and will not permit its users to violate the Acceptable Use Policy or use SAP Databricks other than in accordance with the Documentation.
    • Customer Content and Usage Data. As between you and Databricks, you retain all ownership or license rights in Customer Content. You agree that you will not include in Customer Content any data for which you do not have all rights, power and authority necessary for its collection, use and processing as contemplated by the Agreement. Notwithstanding anything to the contrary in the Agreement, Databricks may collect and use Usage Data to develop, improve, operate, and support its products and services, including as needed to provide Spark & AI Assistance to Customer. Databricks may also share information regarding the type/volume of Customer’s use of SAP Databricks for purposes of administering billing and compensation in connection with such use. Databricks will not otherwise disclose any Usage Data to any third-parties unless (a) it is anonymized and aggregated such that it does not identify Customer or Customer Confidential Information; or (b) in accordance with Section 7 (Confidentiality) of this Agreement to perform the Databricks Services.
    • Enhanced Compliance Features. If you use SAP Databricks to process protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any cardholder data as defined under PCI-DSS (“Cardholder Data”) and do not configure and operate SAP Databricks in accordance with the applicable Documentation, Databricks will have no liability under this Agreement relating to PHI or Cardholder Data that is not processed in accordance with the Documentation, notwithstanding anything in the Agreement or, as applicable, in HIPAA or in PCI-DSS or any other laws to the contrary.
    • Service Specific Terms. Certain Databricks Services are subject to additional service specific terms ("Service Specific Terms"), as published at www.databricks.com/legal/service-specific-terms (or any successor location). Databricks may update the Service Specific Terms by posting updates at such location, and your continued use of the applicable Databricks Services will constitute acceptance of such updates. Notwithstanding the foregoing, any updates to the Service Specific Terms shall not result in a material diminishment of Customer's rights or Databricks' obligations during the Term of this Agreement with respect to features and functionalities generally available as of the Effective Date of this Agreement, unless and to the extent required by applicable law. Databricks will provide a means by which Customer may subscribe to receive updates to the Service Specific Terms.
  4. INTERPLAY OF DATABRICKS TERMS/CONTRACTS.
    • New Customers. If you are a Customer who did not previously procure Databricks platform services, consulting, training and/or support from Databricks before the Effective Date, then the “Agreement” between you and Databricks consists of these Terms.
    • Existing Customers. If you are a Customer who previously procured Databricks platform services, consulting, training and/or support from Databricks before the Effective Date, then the “Agreement” consists of these Terms, together with those provisions of Customer’s existing agreement (regardless of title) previously entered into between Customer and Databricks (“MCSA”) that are equivalent to Sections 3, 6, 7, 9, 10, and 12 of these Terms. For clarity - while the terms of such MCSA shall be deemed supplemented and/or, to the extent of any conflict, governed by these Terms (solely with respect to SAP Databricks and Spark & AI Assistance ), the MCSA terms equivalent to Sections 3 (Data Protection, Security and Compliance (SAP Databricks)), 6 (Definitions), 7 (Confidentiality), 9 (Indemnification by Customer), 10 (Limitation of Liability), and 12 (General) of these Terms shall be deemed to be substituted into this Agreement, and to apply to the Databricks Services under this Agreement; provided however, that Customer acknowledges that, to enable Databricks’ billing SAP for Customer’s use of SAP Databricks, Databricks may share with SAP relevant statistics regarding the type/volume of Customer’s use (but not Customer’s actual queries). Any commercial terms relating to ordering, payment, or pricing which may be contained in an MCSA shall not be deemed to apply to items (including SAP Databricks) purchased via an SAP Seller.
  5. SAP TERMS. SAP Solutions are provided to you under the SAP Terms (as defined below), not this Agreement. As between SAP and Customer, this Agreement does not purport to amend any term of the SAP Terms.
  6. DEFINITIONS.
    • “Acceptable Use Policy” means the acceptable use policy governing the Databricks Services located at databricks.com/legal/aup.
    • “Customer” (also “you” and “yours”) means the organization accepting these Terms and using the Databricks Services.
    • “Customer Content” means all data processed by Databricks on your behalf in the course of providing SAP Databricks or Spark & AI Assistance.
    • “Databricks Services” refers to SAP Databricks and/or Databricks Spark & AI Assistance , individually or collectively (but excludes SAP Solutions) .
    • “Databricks Spark & AI Assistance” or “Spark & AI Assistance” means the Databricks Sparks/ML assistance and other customer support services features provided to you by Databricks, pursuant to these Terms and the service definitions, related processes and terms of the related Databricks Support Policy located at https://www.databricks.com/support/spark-ai-assistance. For the avoidance of doubt, Databricks Spark & AI Assistance does not include standard SAP product support for SAP Databricks.
    • “Documentation” means the documentation related to SAP Databricks located at databricks.com/documentation.
    • “DPA” means, unless you have separately executed such document with Databricks, the Data Processing Addendum located at databricks.com/legal/dpa.
    • “SAP Databricks” refers to the Databricks Data Intelligence Platform services, when access to such services is provided as part of a broader set of solutions known as Business Data Cloud, (as it may be rebranded by SAP from time to time), which is sold by SAP Sellers to Customer. For clarity, SAP Databricks is a Platform Service, and does not include the SAP Solutions.
    • “SAP Seller” means the specific third party organization (SAP SE, or SAP affiliates, and/or an SAP authorized channel partner) from which Customer procured and licenses SAP Databricks.
    • “SAP Solutions” refers to any non-Databricks third-party service provided and licensed to you by an SAP Seller including the other non-Databricks-originated products and features of Business Data Cloud (BDC) or other SAP products or services.
    • “SAP Terms” refers to Customer’s separate agreement with the SAP Seller, which governs as between Customer and such SAP Seller with respect to
      1. any and all terms applicable to SAP Solutions, as defined above,
      2. the commercial pricing and payment terms applicable to SAP Databricks, and
      3. any other terms, rights, obligations or remedies between Customer and the SAP Seller relating to the subscription or technical support of SAP Databricks
    • “Security Addendum” means the Platform Services Security Addendum located at databricks.com/security-addendum.
    • “Usage Data” means data and telemetry collected by Databricks relating to Customer's use of SAP Databricks. Usage Data may contain queries entered by a user but not the results of those queries.
  7. CONFIDENTIALITY.
    1. “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 Databricks Services are Databricks’ Confidential Information, Customer Content is Customer’s Confidential Information, and the terms of the Agreement and any information that either party conveys to the other party concerning data security measures, incidents, or findings constitute Confidential Information of both parties. Confidential Information will not include information that the receiving party can demonstrate (i) is or becomes publicly known through no fault of the receiving party, (ii) 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, (iii) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others or (iv) was independently developed by the receiving party without use of or reference to the Confidential Information.
    2. Confidentiality. A receiving party will not use the disclosing party’s Confidential Information except as permitted under the Agreement or to enforce its rights under the Agreement 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 the Agreement; 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 7 (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. The provisions of this Section 7 (Confidentiality) will supersede any non-disclosure agreement by and between the Customer and Databricks (whether entered into before, on or after the Effective Date) and such agreement will have no further force or effect with respect to Customer Content.
  8. WARRANTIES DISCLAIMER. Please refer to your SAP Terms for any warranties (if any) expressly provided for SAP Databricks or SAP Solutions.

    DATABRICKS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ON SAP DATABRICKS, SPARK & AI ASSISTANCE OR SAP SOLUTIONS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (i) ANY DATABRICKS SERVICES PROVIDED WITHOUT CHARGE OR UNDER ANY FREE TRIAL PERIOD ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND; (ii) WITHOUT LIMITATION, DATABRICKS DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE DATABRICKS SERVICES; AND (iii), DATABRICKS IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE DATABRICKS SERVICES, OR FOR CONCLUSIONS DRAWN FROM SUCH USE.
  9. INDEMNIFICATION.
    1. Indemnification by Customer. Subject to Section 9.b (Conditions of Indemnification), Customer will defend Databricks against any claim, demand, suit or proceeding made or brought against Databricks by a third party (a “Claim Against Databricks”) (i) arising from or related to Customer’s use of SAP Databricks or Spark & AI Assistance in violation of any applicable laws, the rights of a third party, or the Agreement, (ii) arising from or related to Customer Content or its use with the Databricks Services, (each (i)-(ii) a “Data Claim”), and will indemnify Databricks from and against any damages, attorney fees and costs finally awarded against Databricks as a result of, or for amounts paid by Databricks under a settlement approved by Customer in writing of, a Claim Against Databricks.
    2. Conditions of Indemnification. As a condition to Customer’s indemnification obligations under this Section 9 (Indemnification), when seeking indemnification Databricks will: (i) promptly notify the Customer of the Claim Against Databricks for which Databricks is seeking indemnification (but late notice will only relieve Customer of its obligation to indemnify to the extent that it has been prejudiced by the delay); (ii) grant Customer sole control of the defense (including selection of counsel) and settlement of the claim; (iii) provide Customer, at the Customer’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim; and (iv) preserve and will not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by Customer. Customer will not settle any Claim Against Databricks in a manner that does not fully discharge the claim against Databricks or that imposes any obligation on, or restricts any right of, Databricks without the Databricks’ prior written consent, which may not be unreasonably withheld or delayed. Databricks has the right to retain counsel, at Databricks expense, to participate in the defense or settlement of any claim. Customer will not be liable for any settlement or compromise that Databricks enters into without Customer’s prior written consent.
  10. LIMITATION OF LIABILITY.
    1. “Excluded Claims” means claims arising from (i) personal injury or death caused by the negligence of a party, its employees or agents; (ii) fraud or fraudulent misrepresentation; (iii) a party’s payment obligations under this Agreement; (iv) Customer’s indemnification obligations for a Data Claim; (v) infringement by a party of the other party’s intellectual property rights or (vi) any other liability that cannot be excluded or limited by applicable laws. As used in this provision, SAP Seller(s) are not deemed “agents” of Databricks.
    2. NOTHING IN THIS AGREEMENT WILL LIMIT EITHER PARTY’S LIABILITY FOR EXCLUDED CLAIMS.
    3. SUBJECT TO SECTION 10.b:
      1. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER PARTY WILL HAVE ANY LIABILITY FOR: (1) LOST PROFITS OR REVENUE; (2) LOSS OF GOODWILL; (3) LOSS OR CORRUPTION OF DATA; (4) LOSS ARISING FROM INACCURATE OR UNEXPECTED RESULTS ARISING FROM THE USE OF THE DATABRICKS SERVICES; OR (5) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
      2. SUBJECT TO SUB-SECTION (iii) BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE DATABRICKS SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (THE “GENERAL CAP”). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
      3. DATABRICKS’ AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF AN UNAUTHORIZED DISCLOSURE OF CUSTOMER CONTENT RESULTING FROM DATABRICKS’ BREACH OF (1) ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 (CONFIDENTIALITY) OR (2) WITH RESPECT TO THE PROVISION BY DATABRICKS OF THE DATABRICKS SERVICES (IF APPLICABLE), DATABRICKS’ DATA PROTECTION AND SECURITY OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE DPA, EXCEPT TO THE EXTENT SUCH CLAIMS OR DAMAGES ARE CAUSED BY DATABRICKS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL BE LIMITED TO TWO (2) TIMES THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE DATABRICKS SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (“SUPERCAP”).
      4. IN NO EVENT SHALL DATABRICKS BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL CAP AND THE SUPERCAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF THERE ARE ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE SUPERCAP.
      5. NOTWITHSTANDING ANYTHING IN THIS SECTION 10 TO THE CONTRARY AND SO FAR AS PERMITTED BY LAW, DATABRICKS’ LIABILITY RELATING TO BETA OR PREVIEW SERVICES, OR ANY DATABRICKS SERVICES PROVIDED FREE OF CHARGE, INCLUDING ANY DATABRICKS SERVICES PROVIDED DURING A FREE TRIAL PERIOD, WILL BE LIMITED TO FIVE THOUSAND US DOLLARS (USD $5,000).
    4. Databricks shall have no obligation or liability to Customer under the SAP Terms, or in connection with SAP Solutions, or for any other matters relating to SAP Databricks for which Databricks has not undertaken an express direct obligation to Customer under these Terms. Customer shall direct any questions, concerns, claims or disputes relating to the SAP Solutions or arising under the SAP Terms to its SAP Seller or otherwise, in conformity with such SAP Terms.
  11. TERM AND TERMINATION. The Agreement will become effective on the Effective Date and will continue in full force and effect during the period of your subscription to SAP Databricks procured from an SAP Seller including any applicable wind-down period(s) (“Term”). This Agreement, including your use of and Databricks Spark & AI Assistance may be terminated by a party to this Agreement on thirty (30) days’ prior written notice if the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period. Databricks reserves the right to elect not to renew Spark & AI Assistance upon expiration of Customer’s then-current SAP Databricks subscription period. In such case, Databricks will provide Customer 60 days prior written notice (email acceptable) of its intent to not renew Spark &AI Assistance. Termination of this Agreement between Databricks and Customer (in whole, or solely as to the Spark & AI Assistance) shall have no effect upon Customer’s separate arrangements and obligations with the SAP Seller from which Customer ordered SAP Databricks. All provisions of the Agreement that by their nature should survive termination will so survive, including without limitation Sections 7 – 12 inclusive.
  12. GENERAL.
    1. Law and Venue. The governing law and venue applicable to any dispute arising out of or relating to this Agreement will be determined by the location of the Customer’s licensed place of business (“Domicile”):

      Customer’s Domicile

      Governing Law

      Venue (courts with exclusive jurisdiction)

      Americas (except Canada); Middle East; Africa

      Delaware

      Delaware (state and U.S. federal courts)

      Canada

      Ontario

      Toronto

      United Kingdom

      England & Wales

      London

      Europe (including Turkey)

      Ireland

      Dublin

      Pacific & Asia

      Singapore

      Singapore

      Australia and New Zealand

      Australia

      Victoria
    2. Notice. Any required notice under the Agreement relating to litigation or breach of this Agreement will be deemed given when received by letter delivered by nationally recognized overnight delivery service or recorded prepaid mail. Unless notified in writing of a change of address, you will send any required notice to Databricks, Inc., 160 Spear Street, Suite 1300, San Francisco, CA 94105, USA, attention: Legal Department, and Databricks will send any such required notice to you directed to your publicly known business address (or, the most recent address you have provided to Databricks for such notice, if applicable). For all other notices, the Customer may also or alternatively send notices to Databricks’ legal department at [email protected] and Databricks may also or alternatively send notices to Customer by using the last primary contact email, or by email sent to a person the party providing notice reasonably believes to have responsibility for the other party’s activities under the Agreement.
    3. Publicity. Customer consents to Databricks’ use of Customer's name and logo for public identification as a customer.
    4. Entire Agreement, Construction, Amendment and Execution. The Agreement is the complete and exclusive understanding and agreement between Databricks and Customer with respect to Databricks Spark & AI Assistance, as well as SAP Databricks obtained through an SAP Seller, and supersedes any prior or contemporaneous agreements between Databricks and Customer regarding its subject matter. If any provision of the 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. The headings in the Agreement are solely for convenience and will not be taken into consideration in interpretation of the Agreement. Each party acknowledges and agrees that it has adequate sophistication, including legal representation, fully to review and understand the 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. Except as set out elsewhere in this Agreement, any variation or waiver of this Agreement must be expressly agreed in writing signed by both parties. Without limiting the foregoing, no term in any order or contract entered into between Customer and a third party, including an SAP Seller, nor any Customer purchase order, onboarding forms, terms of business or other documentation, will be deemed to modify the Agreement between you and Databricks, unless expressly pre-authorized in writing by Databricks. A party’s electronic signature will be deemed to bind such party as if signed and transmitted in physical form.
    5. Authority. The individual accepting this Agreement on behalf of Customer represents and warrants that he/she is authorized to bind that entity to this Agreement.

Last revised: April 2025