This Services Addendum (the “Addendum”) is an addendum to the Terms of Service (defined in an Order Form into which this Addendum is incorporated) and governs your use of the Professional Services provided to you by Databricks as indicated on the Order Form. In the event of conflict or inconsistency among the following documents, the order of precedence is as follows: (1) the Order Form; (2) a statement of work mutually agreed by both parties, as applicable (“SOW”); (3) the Addendum; and (4) the Terms of Service.
- Professional Services.
- Generally. Subject to the Order Form, Databricks will provide Professional Services designed to initiate and/or facilitate your ability to effectively utilize the Databricks platform. Unless otherwise agreed by the parties, Professional Services will expire 1 year after the Start Date indicated on the Order Form and will be booked on the basis of 8-hour service days.
- Expenses. You agree to reimburse Databricks for reasonable travel and lodging expenses actually incurred by Databricks.
- Intellectual Property.
- Databricks, upon your payment of all fees and charges accruing under the Order Form, grants you a non-exclusive, perpetual, fully paid-up, royalty-free license to use, copy, modify, or create derivative works based on any Professional Services work product delivered hereunder by Databricks to you, as may be further described in an SOW (the “Deliverables”). If and to the extent Databricks incorporates any Databricks Materials (as defined below) into the Deliverables, Databricks grants to you a non-exclusive, perpetual, fully paid-up, royalty-free license to use, copy, modify or create derivative works based on such Databricks Materials, solely as incorporated into the Deliverables and solely for your internal business use as reasonably necessary to use the Deliverables for their intended purposes. For the avoidance of doubt, no part of the Platform Services shall be deemed to be incorporated into the Deliverables.
- Subject to your rights in your Confidential Information, Databricks will exclusively own all rights, title and interest in and to: (i) the Deliverables; and (ii) any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, training materials, and other materials of any kind used or developed by Databricks or its personnel in connection with performing the Professional Services, or any other Databricks Services (collectively “Databricks Materials”), including all Intellectual Property Rights in any of the foregoing.
- Unless otherwise set forth in the Order Form or an SOW, the Deliverables are not subject to any maintenance, support or updates after the termination of the Order Form.
- Change Order. From time to time, you and Databricks may be required to adjust the Professional Services based on technical developments, schedules, fees, or other requirements. Any material changes to an SOW or the Order Form will require a change order executed by both parties prior to the implementation of such changes (“Change Order”). Each Change Order must include the change(s) to the Professional Services and the impact on the time of performance and Fees. Once executed, a Change Order will become part of the SOW and/or Order Form, as applicable.
- Customer Obligations. You acknowledge that successful delivery of the Professional Services depends on your full and timely cooperation. You agree to make available any reasonably requested personnel and/or information in a timely manner to allow Databricks to perform such services.
- Additional Warranty. Databricks warrants that it will perform the Professional Services in a professional and workmanlike manner by qualified personnel and in accordance with generally accepted industry standards. Databricks makes no guarantee as to whether the Professional Services will be completed within any specific time frame.
- Requirements; Limitations. Databricks will provide the Professional Services at a mutually agreed location and substantially on a mutually agreed time schedule. Databricks will adhere while on Customer’s premises with reasonable policies provided by Customer to Databricks in writing in advance.
- Business Relationship. Databricks’ relationship with Customer is that of an independent contractor, and nothing in this Agreement will be construed to create a partnership, agency, joint venture, employment or similar relationship. Neither Databricks nor any of Databricks’ personnel will be considered Customer’s employee or agent under this Agreement or otherwise. Neither Party will have any right to act for, represent or otherwise bind the other Party in any manner, except as expressly authorized by such other Party.