Services Terms · Last Updated Date:
June 25, 2021
These Service Terms (“Service Terms”) are part of the Agreement between Customer and DataStax and provide a statement of the work to be provided by DataStax under the applicable ordering document (the “Order Schedule”) that incorporates these terms. Unless these Service Terms are expressly incorporated into a different agreement, the “Agreement” means the Master Subscription Agreement (at https://www.datastax.com/legal/msa) and any terms in the applicable Order Schedule. These Service Terms govern all Services (excluding Support) provided to Customer by DataStax. “Services” means training, consulting or other services specified in an Order Schedule. “Services” does not include recurring maintenance and support services such as those specified at www.datastax.com/support-policy. Any capitalized terms not otherwise defined in these Service Terms shall have the meaning in the Agreement. All Services are subject to the General Service Terms below.
1. Education Services
1.1 DataStax Education Courseware. Customer acknowledges that any courseware made available by DataStax as part of any training or workshops, including for example training guides and virtual machines (collectively, “Education Courseware”), is intended for use by the person attending the class, and Customer shall not reproduce, record, repurpose, distribute or modify such Education Courseware without the written permission of DataStax.
2. Consulting Services
Unless otherwise specified in the Order Schedule, (1) where a number of days is specified, each partial day will count as a full day, and any single day that lasts more than 10 hours will count as two days; (2) in addition to the 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 (and Datastax will follow Customer’s applicable written expense reimbursement policies and guidelines provided to DataStax in advance); and (3) the right to Services described in any Order Schedule or these Service Terms will expire in accordance with the time period specified therein or 365 days 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; and, for services invoiced upon delivery, 50% of the services will be considered delivered and will be invoiced).
DataStax provides all consulting services at the daily rate specified in the applicable Order Schedule. Unless otherwise specified in an Order Schedule, DataStax shall have no obligation to deliver Services during US Thanksgiving weekend, or on other generally-observed holidays in the location of service delivery.
3. General Service Terms
3.1 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.
3.2 Materials. 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 and Education Courseware) 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.
3.3 Disclaimer. Notwithstanding any other provisions, the Services shall not include any application 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.
To the extent that the Services include any software, code, applications, libraries, documentation, and/or files as deliverables, such deliverables are provided on an "as-is" basis without any warranties. DataStax does not provide support of any kind for Services deliverables. For the avoidance of doubt, such deliverables are not subject to any DataStax Support Terms or any other support and maintenance obligation. TO THE FULLEST EXTENT PERMITTED BY LAW DATASTAX, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO SUCH DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATASTAX, INC. OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION.
3.4. Non-Solicitation. During the term in which Services are being provided, Customer shall not directly or indirectly recruit, solicit, or assist in the recruiting or soliciting for employment (including as a consultant) any technical or professional employees or contractors of DataStax personally involved in the Services within the preceding six months. This provision shall not prohibit the placement of mass media advertisements, utilization of non-targeted third party recruiting efforts, or conduct of job fairs for the purpose of recruiting employees generally. This provision also shall not prohibit the hiring of any person in the absence of solicitation in violation of this paragraph; provided, however that if Customer hires any employee or contractor described in the first sentence of this paragraph, then Customer shall pay a hiring fee of $100,000 to compensate DataStax for, among other things, the cost of sourcing and training a replacement.
3.5 Amendments. Except as expressly provided herein, no modification of these Service Terms will be effective unless contained in writing and signed by an authorized representative of each party. From time to time, DataStax may amend these Service Terms in its sole discretion. DataStax will post the amended terms on the DataStax website at www.datastax.com/service-terms. DataStax will also update the “Last Updated Date” at the top of these Service Terms. By continuing to access or use the Services after DataStax has provided Customer with such notice of a change, Customer is indicating that it agrees to be bound by the modified Services Terms. If the changes have a material adverse impact on and are not acceptable to Customer, then Customer must notify DataStax within 30 days of the applicable Last Updated Date. If DataStax cannot accommodate Customer’s objection, then the prior Service Terms shall govern until the earlier of completion or expiration of the Services purchased by Customer. If Customer purchases additional Services, then such Services will be governed by the then-current Service Terms. No term or condition contained in Customer’s purchase order or similar document will apply unless specifically agreed to by DataStax in writing, even if DataStax has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by DataStax.