Last Updated Date: August 15, 2015
These Service Terms, are part of the Agreement between Customer and DataStax. The Agreement includes the Enterprise Terms (at www.datastax.com/terms) and any terms in the applicable Order Schedule. These Service Terms govern all Services (excluding Support) provided to Customer by DataStax. Any capitalized terms not otherwise defined in these Service Terms shall have the meaning in the Enterprise Terms or the Order Schedule.
DataStax’ standard Service programs are defined as follows:
- A bulk-rate price for a set number of hours (as specified in an Order Schedule)
- Hours may be used, at Customer’s discretion, for any of the following:
- Private training (one private training day counts as eight hours)
- On-site consulting; or
- Remote consulting
- Flex-Hours Bundles are available only to Customers with a Subscription to DSE
- All hours must be used within one year of the Effective Date of the Order Schedule under which they are ordered, after which they expire.
- Private training as set forth in an Order Schedule
- Hourly consulting services as set forth in an Order Schedule
- For each purchase of a Train-the-Trainer course, DataStax shall provide courseware and up to three days of training for up to four Customer trainers.
- For up to one year after completing a Train-the-Trainer course, Customer may use the courseware to train Customer’s internal resources only. Customer shall not use the courseware or Train-the-Trainer services to train external resources. Customer’s trainers shall not continue training internal resources more than a year after having last completed a Train-the-Trainer course.
- Each calendar quarter, Customer shall provide DataStax a report identifying all courses that have been taught in the quarter and all Customer resources that have completed each course.
- Each Customer trainer must complete all modules before delivering internal training.
- Train-the-Trainer services are available only to Customers with a Subscription to DSE.
All other Services shall be provided on an hourly basis at the rate specified in an Order Schedule and, if no rate is stated there, the base rate per hour for additional Services shall be the standard then-current rate charged by DataStax, including if applicable Holiday Pricing. “Holiday Pricing” applies on every Saturday and Sunday, during US Thanksgiving weekend, and on other generally-observed holidays in the location of service delivery.
In addition to the Services fee identified in an Order Schedule, Customer shall reimburse DataStax for out-of-pocket travel, hotel and meal expenses reasonably incurred during the execution of Services by DataStax consultants. Unless agreed by the parties otherwise, Datastax will follow Customer’s applicable written expense reimbursement policies and guidelines provided to DataStax in advance.
The right to Services described in any Order Schedule or these Service Terms will expire in accordance with the time period specified therein or one year after the Effective Date of the applicable Order Schedule, whichever is earlier. Customer may reschedule a service delivery appointment up to five days prior to the appointment without additional charge. Customer will be responsible for 50% of the value of any services rescheduled on less than five days notice. For prepaid services, 50% of the value of the services will be forfeit. For services invoiced upon delivery, 50% of the services will be considered delivered and will be invoiced.
2. Customer Responsibilities
In connection with the Services, Customer shall: (1) provide DataStax with reasonable access to Customer’s sites and facilities during its normal business hours and as otherwise reasonably required to perform the Services; (2) provide a safe and secure working environment for DataStax personnel; (3) perform Customer’s agreed duties and tasks, and such other duties and tasks as may be reasonably required to permit DataStax to perform the Services; and (4) not copy, record, or transcribe any DataStax training materials without written authorization from DataStax. Customer will also make available to DataStax any data, information and any other materials reasonably required by DataStax to perform the Services, including, but not limited to, any data, information or materials specifically identified in the applicable ordering document (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete. DataStax will comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which DataStax is notified in writing by Customer in advance.
As between Customer and DataStax, Customer will exclusively own all rights, title and interest in and to the Customer Materials, including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. DataStax acknowledges and agrees that Customer Materials constitute Customer’s Confidential Information. Subject to Customer’s rights in the Customer Materials, DataStax will exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by DataStax or its personnel in connection with performing the Services (collectively “DataStax Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. Customer will have no rights in any DataStax Materials except as expressly set forth in this Agreement. DataStax grants Customer a perpetual, fully-paid up, nonexclusive license to use, for Customer’s internal business purposes, any DataStax Materials or work product (excluding the Software) delivered to Customer as part of the Services. Nothing in this Agreement will be deemed to restrict or limit DataStax’ right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that DataStax complies with its obligations with respect to Customer’s Confidential Information.
Notwithstanding any other provisions, the Services shall not include any application or code development. Further, while DataStax will make the appropriate recommendations with the information then-available, DataStax cannot make any performance guarantees. DataStax cannot guarantee that all of the recommendations can be completed during the time allotted but will complete as many of the recommendations as time permits. DataStax will provide a separate proposal for any additional time required to complete the outstanding tasks.