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).
    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 docs.databricks.com (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. “Support Policy” means the available Support Services plans as described at databricks.com/support.
    16. “System” means any application, computing or storage device, or network.
    17. “Workspace” means a Platform Services environment; a Customer may have multiple Workspaces.
  2. Platform Services.
    1. Multi-Cloud Platform Services.  Customer and its Authorized Users may, subject to this Schedule, access and use the Platform Services on any permitted Cloud Service Provider solely for Customer’s internal business purposes. 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 will be provided at the link. Databricks reserves the right to improve or otherwise modify its internal System architecture 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 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. Additional Terms Relating to Your Deployment.
      1. Deployment Definitions.
        1. Customer Cloud Environment” means the cloud environment provided by the Cloud Service Provider into which Databricks deploys the Customer Data Plane.
        2. Customer Data Plane” means the elements of the Platform Services deployed into the Customer Cloud Environment; the primary processing of Customer Data by the Platform Services occurs within the Customer Data Plane and this activity results in fees being charged to Customer by Cloud Service Provider (e.g., for EC2 compute resources in the Customer Cloud Environment).  For the avoidance of doubt, the term Customer Data Plane does not include Customer’s cloud storage.
        3. Databricks Control Plane” means the elements of the Platform Services residing within Databricks’ Cloud Service Provider account, including without limitation the user interface of the Platform Services.
      2. Generally. Customer acknowledges that the Platform Services are implemented in a manner that divides the Platform Services between the Customer Cloud Environment and the Databricks Control Plane, and that accordingly each party must undertake certain technical and organizational measures in order to protect the Platform Services and the Customer Content. Without limiting the foregoing, Customer acknowledges and agrees that (1) in order to utilize the Platform Services, Customer must have an account with the Cloud Service Provider; (2) Databricks does not host the Customer Cloud Environment into which the Platform Services are deployed or the Systems in which your Customer Data may be stored (e.g., an AWS S3 bucket); (3) while certain Customer Data may occasionally be present within the Platform Services (e.g., within the Customer Results), the Platform Services are not designed to archive or permanently retain Customer Data, but merely to provide an environment to facilitate Customer’s processing of Customer Data within the Customer Cloud Environment by permitting Customer to generate and execute Customer Instructional Input and view Customer Results; and (4) Databricks and the Platform Services do not provide backup services or disaster recovery to enable recovery of Customer Data. Accordingly, and without limiting the foregoing, Databricks is not responsible for any loss, destruction, alteration, or corruption of Customer Content, except to the extent caused by the gross negligence or wilful misconduct of Databricks or to the extent caused by any third party that Databricks should reasonably have prevented from having access.
      3. Your Responsibilities. You acknowledge and agree that You are responsible for (1) protecting the security of all Your credentials used to access the Platform Services (with Databricks also responsible for taking adequate steps to protect Customer credentials to the extent such credentials are within the control of Databricks); (2) securing the Customer Cloud Environment 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 Instructional Input (e.g., via Github or other third party System); (4) backing up and securing Customer Data under Customer’s control within the Customer Cloud Environment or other Customer controlled System (e.g., by turning on versioning and encryption within AWS S3); (5) any security or other issues resulting from any Customer Instructional Input; and (6) managing and paying the charges associated with your usage of the Customer Cloud Environment (e.g., compute and storage fees); and Customer expressly assumes the risks associated with the responsibilities set forth in this Section.
      4. Databricks Responsibilities. Databricks acknowledges and agrees that, as between the parties and except to the extent caused by the action or intentional or negligent inaction of You or Your Authorized Users, including without limitation any customizations or configurations of the Platform Services by You or anything specified to be Your responsibility above, Databricks is primarily responsible for: (1) the operation (excluding to the extent such operation is directed by the Customer Instructional Content) of the Databricks Control Plane (including the user interface of the Platform Services and the portion of the Platform Services within the Databricks Control Plane in which the Customer Instructional Input and Customer Results are held until deleted by You) and the Databricks software that operates the computing resources in the Customer Data Plane; and (2) implementing reasonable technical and organizational measures designed in accordance with ISO/IEC 27001:2013 or equivalent/greater standard to protect the security of the foregoing. Additionally, while it is Your responsibility to back up Customer Instructional Input, Databricks will, at Your reasonable request, provide commercially reasonable assistance with recovery efforts where reasonably possible.
  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. Downloadable Services. Databricks may make available to You certain Databricks Services as software from time to time in a downloadable manner (“Downloadable Services“). Unless expressly stated otherwise at the time of download or as otherwise agreed by Databricks, Downloadable Services may only be used as a part of the Databricks Services. You are granted a non-exclusive, royalty-free right and license to use and copy during the term of the Agreement the Downloadable Services solely as necessary to enable your use of the Databricks Services.
  5. Beta Services. If You elect to receive any Beta Services offered by Databricks, You agree that, in addition to adhering to all other restrictions generally applicable to Your use of the Platform Services under the Agreement and any requirements set forth by Databricks in writing regarding the particular Beta Services, You will not use such Beta Services for production workloads or for any mission critical work, and that You will not use sensitive data (e.g., PHI or Cardholder Data) in conjunction with such Beta Services unless explicitly permitted in an Order Form. For the avoidance of doubt, information pertaining to the Beta Services constitutes Databricks Confidential Information.
  6. Customer Obligations; Customer Data.
    1. Your Responsibilities. In addition to the responsibilities set forth in Section 2.3 (Additional Terms Relating to Your Deployment), You are responsible for ensuring 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).
    2. Restrictions on Use. You will not (and will not permit your Authorized Users to):
      1. violate the Acceptable Use Policy;
      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.
    3. Customer Data and Customer Instructional Input.
      1. Ownership; Usage Data. As between You and Databricks, You retain all ownership or license rights in Customer Content, which shall be deemed your Confidential Information. Notwithstanding the foregoing, You acknowledge and agree that 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.
      2. PHI Data. You agree that You may not include in Customer Data or Customer Instructional Input, or generate any Customer Results that include, any PHI unless You have entered into (i) 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 (ii) 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.
      3. Cardholder Data Under PCI-DSS. You agree that You may not include in Customer Data or Customer Instructional Input, or generate any Customer Results that include, any cardholder data as defined under PCI-DSS (“Cardholder Data”) unless you have entered into an Order Form that (i) specifies Databricks then-current certification status under PCI-DSS; and (ii) 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.
  7. 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, and that, without limiting the foregoing, Customer Data and Customer Instructional Input will not contain 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.
  8. 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 Section 6 (Customer Obligations; Customer Data) or Your responsibilities set forth in Section 2.3 (Additional Terms Relating to Your Deployment) 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 6 (Customer Obligations; Customer Data) or Your responsibilities set forth in Section 2.3 (Additional Terms Relating to Your Deployment); 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 a breach of Section 6 (Customer Obligations; Customer Data) or Section 2.3 (Additional Terms Relating to Your Deployment), that 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.
  9. Warranty; Remedy.
    1. Multi-Cloud Platform Services Warranty. Databricks warrants that, during the term of an Order Form for Platform Services: (a) it will provide the Platform Services using commercially reasonable care and skill in all material respects as described in the Documentation; (b) it will employ appropriate industry standards of practice designed to prevent the transmission of malware or malicious code via the Platform Services not caused by Customer or its Authorized Users; and (c) it will employ appropriate industry standards of practice designed to prevent unauthorized access to or disclosure of Customer Content.
    2. Multi-Cloud Platform Services Disclaimer. THE WARRANTIES IN SECTION 9.1 (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) BETA SERVICES AND 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) DATABRICKS’ EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER INSTRUCTIONAL INPUT PURSUANT TO SECTION 2.3(d) (DATABRICKS RESPONSIBILITIES) WILL CONSTITUTE 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 9.1 (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.
  10. Additional Indemnities. In addition to the Customer indemnities set forth in the MCSA, Customer’s obligation to defend and indemnify Databricks Indemnitees will include Claims 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.
  11. Limitation of Liability Relating to Free Services. Subject to other applicable provisions of Section 6 (Limitation of Liability) of the MCSA, any liability relating to Databricks Services provided free of charge, including any Beta Services or Databricks Services provided during a free trial period, will be limited to five thousand US dollars (USD $5,000).

Last Updated September 23, 2020. For earlier versions, please send a request to databricks-tos@databricks.com (with “Schedule Request” in the subject).