Databricks Multi-Cloud Platform Services Schedule

This Schedule sets forth terms related to the Platform Services (“Platform Services Schedule”) 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, comprise the Agreement and will govern your use of the Platform Services. 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. If you have been invited to use a Platform Services Workspace that was set up by another Databricks Customer, the External User Terms govern your access to and use of such Platform Services Workspace.

  1. Additional Definitions
    1. “Acceptable Use Policy” means the acceptable use policy governing the Platform Services, made available at databricks.com/aup (or such other location as Databricks may provide, and as may be updated from time to time on notice (which notice may be provided by email or within the Platform Services)).
    2. “BAA” means a business associate agreement as defined by HIPAA (or substantively similar agreement if you are not in the United States and/or are not regulated by HIPAA), governing the parties’ respective obligations with respect to any PHI that may be contained within Customer Content.
    3. “Beta Service” means any Databricks Service (or feature of a Databricks Service) that is clearly designated as “beta”, “experimental”, “preview” or similar, that is provided prior to general commercial release, and that Databricks at its sole discretion offers to Customer, and Customer at its sole discretion elects to use.
    4. “Customer Content” means all Customer Data, Customer Instructional Input, and Customer Results.
    5. “Customer Data” means the data, other than Customer Instructional Input, made available by Customer and its Authorized Users for processing within the Platform  Services or Support Services.
    6. “Customer Instructional Input” means information other than Customer Data that Customer inputs into the Platform Services to direct how the Platform Services process Customer Data, including without limitation the code and any libraries (including third party libraries) Customer utilizes within the Platform Services.
    7. “Customer Results” means any output Customer or its Authorized Users generate from their use of the Platform Services.
    8. “Documentation” means the documentation related to the Platform Services located at databricks.com/documentation (or such other location as Databricks may provide, and as may be updated from time to time).
    9. “External User Terms” means the terms for External Users (as defined in the External User Terms) located at databricks.com/external-user-terms.
    10. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented from time to time.
    11. “Monthly PAYG Service” means the Platform Services provided on a month-to-month basis with payment based only on Customer’s usage of the Platform Services during the billing month.
    12. “PCI-DSS” means the Payment Card Industry Data Security Standard.
    13. “PHI” means health information regulated by HIPAA or by any similar privacy Law governing the use of or access to health information.
    14. “Platform Services DPA” means the Platform Services Data Processing Addendum located at databricks.com/dpa.
    15. “Security Addendum” means the Platform Security Addendum located at databricks.com/security-addendum (or such other location as Databricks may provide, and as may be updated from time to time in accordance with this Platform Schedule).
    16. “Service Specific Terms” means the additional terms applicable to specific Platform Services located at databricks.com/service-specific-terms (or such other location as Databricks may provide, and as may be updated from time to time in accordance with this Platform Schedule) by Databricks notifying an administrator user within the Platform Services or disclosing the existence of new or changed Service Specific Terms in the applicable section of the Databricks Release Notes (located in the Documentation); Databricks will provide a means by which Customer may subscribe to receive updates to the Service Specific Terms.
    17. “Support Policy” means the available Support Services plans as described at databricks.com/support.
    18. “System” means any application, computing or storage device, or network.
    19. “Workspace” means a Platform Services environment; a Customer may have multiple Workspaces.
  2. Platform Services.
    1. Multi-Cloud Platform Services.
      1. Use Authorization.  Customer and its Authorized Users may, subject to this Schedule and the Service Specific Terms, access and use the Platform Services on any permitted Cloud Service Provider solely for Customer’s internal business purposes.
      2. Cloud Service Providers A list of, and applicable information relating to the use of the Platform Services on, such Cloud Service Providers is set forth in the Cloud Provider Directory which is incorporated into this MCSA by reference. Databricks may add additional Cloud Service Providers at any time; instructions on how Customer may use the Platform Services on the new Cloud Service Provider without needing to enter into a new Order Form may, as applicable, be provided on the Cloud Provider Directory or within a given Order Form.
      3. Modifications; No Material Diminishment  Databricks reserves the right to improve or otherwise modify the Platform Services and its System architecture or update the Service Specific Terms or Security Addendum at any time subject to maintaining appropriate industry standards of practice relating to the provision and security of the Platform Services, and provided that any such modification (including any modification to the Service Specific Terms or the Security Addendum) does not materially diminish the core functionality or security of the Platform Services.
    2. Authorized Users.
      1. Selecting Authorized Users. You must obtain separate credentials (e.g., user IDs and passwords) via the Platform Services for each Authorized User and may not permit the sharing of Authorized User credentials.
      2. Your Responsibilities Regarding Authorized Users. You will at all times be responsible for and expressly assume the risks associated with all use of the Platform Services under an Authorized User’s account (including for the payment of Fees related to such use), whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not (1) taken by Databricks or by a party acting under the direction of Databricks, or (2) an action by a third party that Databricks should reasonably have prevented. This responsibility includes the security of each Authorized User’s credentials, and you will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity, or otherwise permit any other person or entity to access or use the Platform Services, except to the extent permitted in an Order Form.
    3. Use Limits. You will not (and will not permit your Authorized Users to):
      1. violate the Acceptable Use Policy or use the Platform Services other than in accordance with the Documentation;
      2. copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Platform Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by the Agreement or by law notwithstanding this prohibition;
      3. sell, resell, license, sublicense, distribute, rent, lease, or otherwise provide access to the Platform Services to any third party except to the extent explicitly authorized in writing by Databricks;
      4. use the Platform Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any Databricks product or service;
      5. transfer or assign any of your rights hereunder except as permitted under Section 9.5 (Assignment) of the MCSA; or
      6. during any free trial period granted by Databricks, including during the use of any Beta Service, use the Databricks Services for any purpose other than to evaluate whether to purchase the Databricks Services.
    4. Customer Content
      1. Ownership. As between you and Databricks, you retain all ownership or license rights in Customer Content, which shall be deemed your Confidential Information.
      2. Limits on what Customer Content may Contain. You agree that you may not include in Customer Data or Customer Instructional Input, or generate any Customer Results that include:
        1. 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;
        2. any data that is prohibited by the Acceptable Use Policy;
        3. any PHI unless (1) you are processing the PHI in a PHI Permitted Workspace and and configure and operate such Workspace in accordance with the Documentation; and (2) you have entered into (a) an Order Form that explicitly permits you to process PHI within the Platform Services, and then only with respect to the Workspace(s) identified in such Order Form (the “PHI Permitted Workspaces”); and (b) if you are a Covered Entity or a Business Associate (each as defined under HIPAA), a BAA with Databricks which, upon mutual execution, will be incorporated by reference into and subject to the Agreement. If you have not entered into a BAA with Databricks or if you provide PHI to Databricks other than through the PHI Permitted Workspaces, Databricks will have no liability under the Agreement relating to PHI, notwithstanding anything in the Agreement or in HIPAA or any similar laws to the contrary;
        4. any cardholder data as defined under PCI-DSS (“Cardholder Data”) unless (1) you are processing the Cardholder Data in a PCI Permitted Workspace and configure and operate such Workspace in accordance with the Documentation; and (2) you have entered into an Order Form that (a) specifies Databricks then-current certification status under PCI-DSS; and (b) explicitly permits you to process Cardholder Data within the Platform Services (including specifying the types and quantities of such data) and, and then only with respect to the Workspace(s) identified in such Order Form (the “PCI Permitted Workspaces”). If you have not entered into such mutually executed Order Form with Databricks, or if you provide Cardholder Data to Databricks other than through the PCI Permitted Workspaces, Databricks will have no liability under the Agreement relating to Cardholder Data, notwithstanding anything in the Agreement or in PCI-DSS or any similar regulations to the contrary.
      3. Usage Data. You acknowledge and agree that, notwithstanding anything to the contrary in the Agreement, Databricks may collect usage data and telemetry regarding your Authorized Users’ use of the Platform Services and that such usage data may occasionally contain Customer Instructional Input (e.g., it may contain the queries entered by an Authorized User) but will not contain Customer Data or Customer Results (“Usage Data”). Databricks will not share (other than with third parties providing services to Databricks who agree in writing to terms at least as restrictive regarding the processing of Usage Data as those set forth in the Agreement) or publicly make available any Usage Data that identifies Customer, or any of its Authorized Users, other data subjects, or customers, nor use any Usage Data in a manner that derives its value from the unique aspects of your Customer Instructional Input.
    5. Sécurité
      1. Shared Responsibility. Customer acknowledges that the Platform Services operate according to a shared responsibility model that requires both parties to take reasonable security precautions relating to the Platform Services and the protection of Customer Content.
      2. Different Architectures. Databricks provides the Platform Services according to different architectural models depending on the specific feature being used by Customer, as further described in the Documentation. Accordingly, Customer acknowledges and agrees that different portions of the Platform Services are and may in the future be subject to Service Specific Terms that provide for different rights and responsibilities of the parties.
      3. Databricks Responsibilities. Databricks shall implement administrative, physical, and technical safeguards to protect the security of the Platform Services and the Customer Content as set forth in the Security Addendum (“Security Measures”); and shall, without limiting the foregoing, maintain throughout the term of this Agreement certification to ISO/IEC 27001:2013 or equivalent/greater standard.
      4. Customer Responsibilities. Customer shall:
        1. use commercially reasonable efforts to ensure that its Authorized Users review the portions of Documentation relevant to Customer’s use of the Platform Services and any security information published by Databricks and referenced therein that is designed to assist Customer in securing Customer Content;
        2. remain at all times fully responsible for all Customer Instructional Input and any consequences arising from Databricks’ execution of such Customer Instructional Input except to the extent caused by Databricks’ breach of its Security Measures or gross negligence or willful misconduct;
        3. comply with its security obligations as set forth in the Service Specific Terms;
        4. shall configure the Platform Services in an appropriate way taking into account the sensitivity of the Customer Content that Customer chooses to process using the Platform Services; and
        5. ensure that Databricks at all times has updated and accurate contact information for the appropriate person for Databricks to notify regarding data security issues relating to the Databricks Services, with such contact information to be updated in each Order Form and any subsequent changes to be provided by email to customercontact@databricks.com (with “Contact Detail Change” in the subject).
  3. Support Services Databricks will provide you with the level of Support Services specified on an Order Form in accordance with the Support Policy. If Support Services are not specified on an Order Form, your support shall be limited to public documentation and forums.
  4. Compliance with Laws; Data Protection.
    1. By Databricks. Databricks will provide the Platform Services in accordance with its obligations under laws and government regulations applicable to Databricks’ provision of the Platform Services to its customers generally, including, without limitation those related to data protection and data privacy, without regard to Customer’s particular use of the services and subject to Customer’s use of the Databricks Services in accordance with the Agreement. Except with respect to a free trial, the terms of the Platform Services DPA are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the Platform Services DPA.
    2. By Customer. You represent and warrant to Databricks that your use of Databricks Services will comply with all applicable laws, including without limitation any privacy or data protection laws applicable to your use of the Platform Services to process Personal Data.
  5. Suspension; Termination.
    1. Suspension. Databricks may temporarily suspend any or all Platform Services Workspaces at any time: (a) immediately without notice if Databricks reasonably suspects that you have violated your obligations under Section 2.3 (Use Limits), Section 2.4(b) (Limits on what Customer Content may Contain), Section 2.5(d) (Customer Responsibilities) or Section 4 (Compliance with Laws; Data Protection) in a manner that may cause material harm or material risk of harm to Databricks or to any other party; (b) upon ten (10) business days’ notice if Databricks reasonably suspects that you have committed any other violation of Section 2.3 (Use Limits), Section 2.4(b) (Limits on what Customer Content may Contain), Section 2.5(d) (Customer Responsibilities), or Section 4 (Compliance with Laws; Data Protection); or (c) upon ten (10) business days’ notice if you or your Responsible Customer (as defined in Section 8 (Payment) of the MCSA) fail to pay undisputed Fees after receiving notice that you are delinquent in payment.
    2. Termination; Workspace Cancellation. Databricks may terminate any or all of the Platform Services Workspaces and this Schedule for material breach of the Agreement or this Schedule, including without limitation your breach of Section 2.3 (Use Limits), Section 2.4(b) (Limits on what Customer Content may Contain), Section 2.5(d) (Customer Responsibilities), or Section 4 (Compliance with Laws; Data Protection), that in each case is either not cured within the time frames set forth in the termination provision of the MCSA or is incapable of cure. If the Agreement or this Schedule is terminated for any reason or upon your written request, Databricks may cancel your Workspaces. Databricks will delete all Customer Content contained within a Workspace within thirty (30) days following the cancellation of such Workspace. Upon termination of the Agreement for any reason, you will delete all stored elements of the Platform Services from your Systems.
    3. Monthly PAYG Services. Notwithstanding anything in the Agreement to the contrary, Databricks may suspend or terminate any Monthly PAYG Services Workspace, and delete any Customer Content relating to such Workspace that may be stored within the Platform Services or other Databricks’ Systems, upon thirty (30) day’s prior written notice (email sufficient) if Databricks reasonably determines the account is inactive as set forth in the Acceptable Use Policy.
    4. Notice. Notwithstanding Section 9.6 (Notice) of the MCSA, notice under this Section 8 (Suspension; Termination) may be provided by email sent to a person the party providing notice reasonably believes to have responsibility for the other party’s activities under the Agreement.
  6. Warranty; Warranty Remedy.
    1. Multi-Cloud Platform Services Warranty. In addition to any other express warranties stated elsewhere in this MCSA, Databricks warrants that, during the term of an Order Form for Platform Services: (a) the Platform Services will function substantially in accordance with the Documentation; and (b) it will employ commercially reasonable efforts in accordance with industry standards to prevent the transmission of malware or malicious code via the Platform Services not caused by Customer or its Authorized Users.
    2. Multi-Cloud Platform Services Disclaimer. THE WARRANTIES IN SECTION 6.1 (MULTI-CLOUD PLATFORM SERVICES WARRANTY) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING DATABRICKS AND DATABRICKS’ SERVICES PROVIDED HEREUNDER. 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (a) ANY SERVICES PROVIDED UNDER ANY FREE TRIAL PERIOD ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND; (b) WITHOUT LIMITATION, DATABRICKS DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE PLATFORM SERVICES; (c) DATABRICKS IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE PLATFORM SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE; AND (d) EXCEPT AS OTHERWISE STATED IN THE SERVICE SPECIFIC TERMS, DATABRICKS REASONABLE EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER INSTRUCTIONAL INPUT DESCRIBED THEREIN SHALL BE DATABRICKS’ SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER CONTENT IN CONNECTION WITH THE DATABRICKS SERVICES.
    3. Multi-Cloud Platform Services Warranty Remedy. FOR ANY BREACH OF THE WARRANTIES IN SECTION 6.1 (MULTI-CLOUD PLATFORM SERVICES WARRANTY), YOUR EXCLUSIVE REMEDY AND DATABRICKS’ ENTIRE LIABILITY WILL BE THE MATERIAL CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, DATABRICKS WILL END THE DEFICIENT SERVICES AND REFUND TO YOU THE PORTION OF ANY PREPAID FEES PAID BY YOU TO DATABRICKS APPLICABLE TO THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
  7. Additional Indemnities. In addition to the Customer indemnities set forth in the MCSA, Customer’s obligation to defend and indemnify Databricks Indemnitees will include a Claim Against Databricks arising from any Customer Content or its use with the Databricks Services, including any claim that such Customer Content infringes or misappropriates such party’s Intellectual Property Rights.

Last Updated October 1, 2021. For earlier versions, please send a request to databricks-tos@databricks.com (with “Schedule Request” in the subject).