The following Service Specific Terms apply to Databricks Services as indicated below. Capitalized terms used in these Service Specific Terms but not defined below are defined in the Databricks Master Cloud Services Agreement or other agreement between Databricks and you governing your use of the Databricks Services (the “Agreement”).

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1. Databricks GenAI Indemnity.

(a) The following definitions apply to this GenAI Indemnity:

(i) “Output” means any data or content generated by artificial intelligence models or features in response to inputs or other data provided by an Authorized User.
(ii) “Covered AI Service” means the following Databricks Services to the extent generally available and not provided by Databricks to Customer during a free trial period:

1. Mosaic AI Foundation Model Serving (only to the extent used with generally available versions of DBRX or DBRX Instruct);
2. The following DatabricksIQ-powered features:

(a) Databricks Assistant
(b) AI-Generated Comments
(c) Intelligent Search
(d) Databricks Assistant Autocomplete

(b) Databricks will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party to the extent that it alleges that Customer’s use of an Output generated in connection with a Covered AI Service infringes or misappropriates such third party’s Intellectual Property Rights (a “GenAI Claim”), and will indemnify Customer from and against any damages, attorney fees, and costs finally awarded against Customer to the extent they are based upon such GenAI Claim, or for amounts paid by Customer under a settlement approved in writing by Databricks resulting from such GenAI Claim. Databricks’ indemnification obligations for GenAI Claims are subject to the limitations and conditions set forth herein.

(c) Databricks’ liability for GenAI Claims will not be subject to any damages cap under the Agreement.

(d) Databricks will have no obligation to defend or indemnify Customer hereunder with respect to third-party trademark (or related rights) claims or any GenAI Claim that arises from: (i) Output that Customer intended, knew or should have known is likely to infringe or misappropriate third-party Intellectual Property Rights, including through receipt of notice to stop using such Output prior to use of such Output; (ii) an Output or a Covered AI Service that has been fine-tuned, refined, customized, transformed or otherwise modified by Customer or at Customer’s direction; (iii) Output generated in connection with inputs or other data provided by Customer for which the Customer does not have the necessary rights to use; (iv) Customer’s use of the Databricks Services other than in accordance with the Documentation and the Agreement; or (v) a Covered AI Service for which Customer disregarded, disabled, or circumvented filters, instructions, or other tools Databricks makes available for the responsible use and creation of Outputs.

(e) As a condition to Databricks’ obligations under this GenAI Indemnity, Customer will: (i) promptly notify Databricks in writing of the claim for which Customer is seeking indemnification (but late notice will relieve Databricks of its obligation to indemnify only to the extent that it has been prejudiced by the delay); (ii) grant Databricks sole control of the defense (including selection of counsel) and settlement of the GenAI Claim; (iii) provide Databricks, at Databricks’ expense, with all assistance, information and authority reasonably required for the defense and settlement of the GenAI Claim; and (iv) preserve and 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 written consent of Databricks. Databricks will not settle any claim in a manner that does not fully discharge the GenAI Claim against Customer or that imposes any obligation on, or restricts any right of, Customer without Customer’s prior written consent, which may not be unreasonably withheld, conditioned or delayed. This GenAI Indemnity states the entire obligation of Databricks and its licensors, and is Customer’s sole and exclusive remedy, under the Agreement with respect to any alleged or actual infringement or misappropriation of Intellectual Property Rights by any Outputs.

Last Updated October 10, 2024.