Last Updated: August 5, 2016
Throughout the Terms, “we,” “us,” “our” and “ours” refer to Databricks, and “you,” “your” or “yours” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms) and, if you access the Services on behalf of a legal entity, to that entity. If you are using the Services on behalf of any entity you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and, by accepting these Terms, you are hereby binding such entity to the Terms.
Databricks provides the Services to you conditioned upon your accepting all of the Terms, without modification. Your use of the Services constitutes your agreement with such Terms. We reserve the right to change, modify, add to, or remove portions of these Terms in our sole discretion at any time and we will, at our sole discretion, either post the modification on or via the Services or provide you with email notice of the modification. You should check these Terms periodically for changes and you can determine when these Terms were last revised by referring to the “Last Updated” reference at the top of these Terms. Any modification shall be effective immediately upon the linking of modified Terms to the Services. If you have opened an account through the Services for which you have provided an email address (“Account”), we will communicate a modification to you, either (at our sole discretion) when you log on to your Account or by sending notice of the modification to the email address that you have provided to us. You indicate your agreement to comply with, and be bound by, any such modification (i) by continuing to use or access the Services after modified Terms are posted to the Services or (ii) if you possess an Account, by not requesting within ten (10) days after receiving a notice of modification that we terminate your Account. If the modified Terms are not acceptable to you, your sole recourse is to discontinue your use of the Services.
If you have registered for and opened an Account, you are entirely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account. You agree to notify Databricks immediately of any unauthorized use of your Account or password, or any other breach of security. However, you will remain responsible for losses incurred by Databricks or by any other party due to your knowingly or inadvertently permitting unauthorized use of your Account or your Account information. You may not use anyone else’s ID, password or account at any time unless we expressly pre-approve such use, or unless expressly permitted under an Alternate Agreement. Databricks cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Registration for any account is void where the user lacks the requisite eligibility for registration or if such registration is otherwise prohibited.
Software, including software provided on a hosted or managed service basis, downloadable software and any other software or software-based services, may be made available to you through the Services (“Software”). Your rights to access and use any Software will be subject to your agreement to these Terms, or, if applicable, an Alternate Agreement, and to the terms and conditions of any applicable third party software license agreement (“Software License”) identified in the Software or on the web page providing access to the Software. You may not use any Software unless you agree to be bound by all terms and conditions of any applicable Software License. If there is a conflict between these Terms and any Software License, the conflicting term of the Software License shall control but only to the extent necessary to eliminate the conflict. Databricks reserves the right to modify at any time any aspect of the Services, including any Software and any or all of its system architecture. You acknowledge and agree that any information you may derive relating to the conduct or performance of any Software, and any information that we may convey to you concerning data security measures, incidents, or findings, shall be maintained by you as strictly confidential, and shall not be disclosed to any third party except solely to the extent required by law.
Provided that you fully comply at all times with these Terms and any other policies or restrictions posted on or transmitted through the Services, Databricks grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services. Except as otherwise specifically noted in these Terms or on the Services, the Software, Submissions (as later defined), and all other information, content, user interfaces, graphics, registered or unregistered trademarks, logos, images, artwork, videos, and documents, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such materials, made available through the Services (collectively, the “Content”), regardless of its source or creation, is owned, controlled or licensed by or to Databricks, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws, and Databricks reserves and retains all rights in and to such Content. Any reproduction, redistribution or other use or exploitation of Software in violation of any applicable Software License or in violation of any license granted under these Terms or, if applicable, under an Alternate Agreement, is expressly prohibited by law, and may result in civil and criminal penalties.
“Apache” and “Spark” are trademarks of the Apache Software Foundation. Any other third party trademarks, service marks, logos, trade names or other proprietary designations, that are or may become present within the Services, including within any Content, are the registered or unregistered trademarks of the respective parties.
Except solely as necessary for you to access the Services for the intended purpose pursuant to these Terms, you may not copy, collect, modify, create derivative works or uses of, translate, distribute, transmit, publish, re-publish, perform, display, post, download, upload, sublicense, transfer, dispose of, resell or sell the Content or any other part of the Services. Except as expressly set forth in these Terms, these Terms do not grant to you any license to any intellectual property rights or other proprietary rights, including any implied licenses or licenses granted by estoppel or otherwise.
Subject to your compliance with these Terms, solely for so long as you are permitted by Databricks to access and use the Services, and provided that you keep intact all copyright and other proprietary notices, you may view Content and you may download and print the materials that Databricks specifically makes available for downloading from the Services (such as white papers or user documentation), in each case solely for informational purposes and solely for personal or internal business use.
At our sole discretion, you may be permitted to provide Submissions (as defined in the next sentence) to the Services. “Submissions” are defined to include: (a) any messages, emails, text, graphics, code, questions, suggestions, comments, feedback, ideas, plans, notes, drawings, sample data, sound, images, video, original or creative materials, and other items or materials that you may provide to discussion forums, blogs, or other interactive features or areas of the Services where you or other users can create, post, transmit or store Content; and (b) any data you may submit or otherwise make available for use with any Software, except to the extent the Software is provided under an Alternate Agreement with express provisions relating to the submission of such data to the Software. Unless otherwise specifically agreed to by you and Databricks, by uploading, e-mailing, posting, publishing or otherwise transmitting any Submission, you hereby acknowledge that such Submission is non-confidential and you automatically grant (or warrant that the owner of such rights has expressly granted) to Databricks a perpetual, irrevocable, worldwide, non-exclusive, sub-licensable, fully paid-up and royalty-free license to use, make, have made, offer for sale, sell, copy, distribute, perform, display (whether publicly or otherwise), modify, adapt, publish, transmit and otherwise exploit such Submission, by means of any form, medium, or technology now known or later developed, and to grant to others rights to do any of the foregoing. In addition, you warrant that all so-called moral rights in such Submission have been waived.
For each Submission, you represent and warrant that you have all rights necessary for you to grant the license granted in the prior paragraph, and that such Submission, and your provision thereof to and through the Services, does not violate any privacy, publicity, contractual, intellectual property, or other right or rights of any person or entity or otherwise violate any applicable laws, rules or regulations. You acknowledge that Databricks may have ideas or materials already under consideration or development that are or may be similar to your Submissions and that you are not entitled to any form of compensation or reimbursement from Databricks in connection with your Submissions. You agree to be fully responsible for, and to pay any and all royalties, fees, damages, and any other monies owing any person or entity by reason of, any Submission you provide to the Services. We reserve the right to terminate access to all or any part of the Services for anyone we suspect to be an infringer of our or any third party’s intellectual property rights of any kind whatsoever.
You agree that you will not, and will not allow or authorize any third party to, post Submissions containing:
Databricks reserves the right to disclose any Submissions, and the circumstances surrounding their transmission, to any third party to operate the Services, to protect Databricks or its suppliers or representatives, to protect users of the Services, to comply with legal or regulatory obligations, to enforce these Terms, or for any other reason. Databricks is not responsible or liable for the conduct of, or your interactions with, any other users of the Services (whether online or offline), or for any associated loss, damage, injury or harm. By using the Services, you may be exposed to Submissions that are offensive, indecent or objectionable and you agree that Databricks bears no liability for such exposure.
While using the Services you will comply with all applicable laws, rules and regulations. In addition, Databricks expects users of the Services to respect the rights and dignity of others. Your use of the Services is conditioned on your compliance with the rules of conduct set forth in this Section; any failure to comply may also result in termination of your access to the Services pursuant to Section 9 (Suspension or Termination of Access to Our Services). In using the Services, you agree that you will not, and will not allow or authorize any third party to:
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, INCLUDING ANY SOFTWARE AND CONTENT, IS AT YOUR SOLE RISK. ALL OF THE SERVICES, INCLUDING ALL SOFTWARE AND CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND DATABRICKS MAKES NO RELATED REPRESENTATIONS, AND DISCLAIMS ALL POSSIBLE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES, INCLUDING SOFTWARE AND CONTENT, ARE ACCURATE, CONTINUOUSLY AVAILABLE, COMPLETE, RELIABLE, SECURE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DATABRICKS CANNOT AND DOES NOT GUARANTEE THAT ANY DEFECTS, ERRORS OR OMISSIONS WILL BE CORRECTED, REGARDLESS OF WHETHER DATABRICKS IS AWARE OF SUCH DEFECTS, ERRORS OR OMISSIONS.
TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF WARRANTIES AS SET FORTH IN THIS SECTION 6, SOME OR ALL OF THE ABOVE EXCLUSIONS AND DISCLAIMERS MAY NOT APPLY TO YOU, IN WHICH CASE SUCH EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS, AND WAIVERS OF LIABILITY SET FORTH IN THIS SECTION 6 SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT REMAINS WITH YOU. IN NO EVENT WILL DATABRICKS OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, AND ANY CONTENT, SERVICES OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR OTHERWISE) AND EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY CONTENT OR SOFTWARE, OR FROM THE USE OF OR EXPOSURE TO ANY SUBMISSIONS, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF ANY FEES WITH RESPECT TO THE SERVICES PAID BY YOU TO DATABRICKS IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST DATABRICKS (NOT INCLUDING ANY FEES PAID BY YOU TO DATABRICKS UNDER AN ALTERNATE AGREEMENT), OR (B) ONE HUNDRED DOLLARS ($100.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES AS SET FORTH IN THIS SECTION 7, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE DATABRICKS’ LIABILITY TO YOU WILL BE LIMITED BY THIS SECTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Databricks, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates, from and against any and all actual or threatened third party claims (groundless or otherwise), demands, losses, damages, costs and liability, proceedings (at law or in equity) and expenses (including reasonable attorney’s and expert fees and costs of investigation) arising out of or in connection with (a) your use of the Services, including without limitation any of your Submissions, (b) your breach of these Terms, including your breach of any covenant, representation, warranty, term, or condition set forth herein, including, without limitation, the obligations set forth in Section 3 (Information Submitted Through Our Services) and Section 4 (Required Conduct While Using Our Services), (c) your violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights or (d) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent. Databricks reserves the right, however, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Databricks’ defense of such claim, and in no event may you agree to any settlement affecting Databricks without Databricks’ prior written consent.
Notwithstanding any provision to the contrary in these Terms, you agree that Databricks may, in its sole discretion and with or without prior notice, for any or no reason, suspend or terminate your access to any or all of the Services and/or block your future access to any or all of the Services, including without limitation for any of the following reasons: (a) if we determine that you have violated any provision, or the spirit, of these Terms, (b) in response to a request by a law enforcement or other government agency, (c) due to discontinuance or material modification of any of the Services, or (d) due to unexpected technical issues or problems. Databricks shall not be liable to you or any third party for any termination of your access to any part of the Services. The rights and obligations of these Terms which by their nature should survive, shall so survive any termination of your use of the Services.
Questions or comments about the Terms or about the Services may be directed to Databricks at the email address firstname.lastname@example.org. You may also email us at that address if you would like to report what you believe to be a violation of these Terms. However, please note that we do not accept any responsibility to maintain the confidentiality of any report of a violation you may submit to us, including your identity, nor do we commit to providing a personal reply to any report you submit, nor are we obligated to take action in response to your report.
Databricks respects the intellectual property rights of others and we request that the people who use the Services do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send Databricks a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send a counter-notice to Databricks under applicable provisions of the DMCA. Please note that substantial penalties under U.S. copyright law may be levied against any filer of a false counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See 17 U.S.C. § 512(c)(3), available at http://www.copyright.gov/title17/92chap5.html for details. Notices and counter-notices should be sent to:
Attn: Legal Department/DMCA Copyright Agent
160 Spear Street, Suite 1300
San Francisco, CA 94105
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. We encourage you to consult your legal advisor before filing a notice or counter-notice.
In accordance with the DMCA and other applicable law, Databricks has adopted a policy of terminating, in appropriate circumstances and at the discretion of Databricks, account holders who are deemed to be repeat infringers. Databricks may also at our discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
None of your rights or duties under these Terms may be transferred, assigned or delegated by you without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate any of our rights or duties under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party. Our relationship is an independent contractor relationship, and neither these Terms nor any actions by either party may be interpreted as creating an agency or partnership relationship. Nothing in these Terms shall be construed to obligate Databricks to enter into or engage with you on any commercial transaction.
If you are provided access to any Software, you acknowledge that such Software may be subject to regulation by local laws and United States government agencies which prohibit export or diversion of certain products or information about products to certain countries and certain persons. You represent and warrant that you will not export or re-export such Software in violation of these regulations.
You acknowledge that your breach of any of the provisions of these Terms may cause immediate and irreparable harm to Databricks for which we may not have an adequate remedy in money damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. The availability or exercise of our right to obtain injunctive relief will not limit our right to seek or obtain any other remedy.
You agree that we will not be liable for delays, failures, or inadequate performance of the Services resulting from conditions outside of our reasonable control, including but not limited to natural disasters or other acts of God, failure of telecommunications networks or any other network or utility, threatened or actual acts of terrorism or war, riots, labor strikes, or governmental acts or orders.