Master Cloud Services Agreement
This Master Cloud Services Agreement (the “MCSA”) is entered into as of the Effective Date between Databricks, Inc. (“Databricks” or “we”) and Customer (as defined below) (“Customer”, “you,” or “your”) and forms part of the Agreement that governs Customer’s use of the Databricks Services. Unless otherwise indicated, capitalized terms have the meaning assigned to them in the Agreement.
If you are entering into this MCSA on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to this MCSA, in which case “Customer,” “you,” or “your” will refer to that entity (otherwise, such terms refer to you as an individual). If you do not have authority to bind your entity or do not agree with any provision of this MCSA, you must not accept this MCSA and may not use the Databricks Services. If you are a Monthly Pay-As-You-Go (PAYG) user of Databricks Services, you acknowledge that Databricks may make changes to the MCSA and pricing from time to time and your continued use of the Databricks Services will constitute consent to such changes and such use shall be subject to the current published version of this MCSA at www.databricks.com/mcsa. If you do not agree to the revised MCSA, you must stop using the Databricks Services.
You acknowledge that no term in any Order entered into via a reseller will be deemed to modify the Agreement unless pre-authorized in writing by Databricks. Additionally, you acknowledge that this Agreement does not govern the use of “Databricks Powered Services“, defined as any third-party software or service powered by Databricks, and listed at https://www.databricks.com/cloud-provider-directory, as those are provided to you under contractual terms between you and such third-party. For purposes of Databricks Powered Services, this Agreement does not amend any term of such third-party contract, the Databricks Powered Services are not considered Databricks Services (and, for the avoidance of doubt, are not considered Platform Services) under the Agreement, and Databricks shall have no liability to you relating to your use of the Databricks Powered Services.
- Definitions. Defined terms are set out below. Capitalized terms used but not defined in a Schedule or an Order will have the meaning assigned to them, if any, within this MCSA.
- “Acceptable Use Policy” means the acceptable use policy governing the Databricks Services located at databricks.com/legal/aup.
- “Affiliate” of a party means an entity that controls, is actually or in effect controlled by, or is under common control with such party.
- “Agreement” means this MCSA, the referenced or attached Schedules and addenda, and any accompanying or future Order you enter into under this MCSA.
- “Authorized User” means employees or agents of Customer or its Affiliates (or other individuals or customers of the Customer solely to the extent explicitly permitted in an Order Form) selected by Customer to access and use the Databricks Services.
- “Beta Service” means any feature of the Databricks Services 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.
- "Cloud Environment” means a cloud or other compute or storage infrastructure controlled by a party or by an external user (as may be defined where appropriate by schedule or amendment hereto) according to context and used under the Agreement.
- “Cloud Service Provider” means a cloud service provider on whose platform Databricks directly provides the Platform Services. For clarity, the Databricks Powered Services are not directly provided by Databricks and are not considered Platform Services under this Agreement.
- “Course” means an instance of either Instructor-Led Training Services or Self-Paced Training Services.
- “Course Materials” means the training materials and other information and content provided by Databricks in conducting the Training Services.
- “Customer Content” means all data processed by Databricks on your behalf in the course of providing the Platform Services or Support Services.
- “Customer Materials” means the information and/or materials Customer or its Affiliates provides to Databricks for Databricks to perform the Advisory Services.
- "Databricks Global Code of Conduct” means the Databricks Global Code of Conduct located at databricks.com/legal/global-code-of-conduct.
- “Databricks Materials” means any software programs, tools, know-how, expertise, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, training materials, and any other materials of any kind used, created, developed or delivered by Databricks or its personnel in connection with the Databricks Services.
- “Databricks Services” means (a) the Databricks data processing platform services (the “Platform Services”), (b) support services (“Support Services“), (c) training services (“Training Services“), and (d) advisory services (“Advisory Services“) and any other services provided by Databricks.
- “Deliverable” means any work product, deliverables, reports, databases, analyses, recommendations, programs, applications, or other documentation or inventions provided, created, or developed by Databricks in the performance of Advisory Services and/or Training Services under an Order. For clarity - no part of the Platform Services will be deemed to be incorporated into the Deliverables.