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Services Packages

Services Terms · Last Updated Date: 
July 17, 2024

 

These Services Package Terms and Conditions (“Service Terms”) are part of the Agreement between Customer and DataStax and provide a statement of the work to be provided by DataStax and/or partners contracted with DataStax to provide the Services (collectively, “DataStax”).  Unless these Service Terms are expressly incorporated into a different agreement, the “Agreement” means this Order Schedule and the Master Subscription Agreement (at https://www.datastax.com/legal/msa)  The Services herein do 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. 

Expenses

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)

Expiration

The right to the Services described herein  will expire in accordance with the time period specified or 180 days after the Effective Date of this Order Schedule, whichever is earlier.

Disclaimer

DataStax cannot guarantee that all of the recommendations, goals or objectives listed below will be completed during the time allotted but will complete as many of the recommendations as time permits.   While DataStax will make the appropriate recommendations with the information then-available, DataStax cannot make any performance guarantees. DataStax will provide a separate proposal for any additional time required to complete any  outstanding tasks.

Customer Responsibilities

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.   Customer will also make available to DataStax any data, information and any other materials reasonably required by DataStax to perform the Services (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.

Ownership

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 Software included to but not limited to DataStax Enterprise and DataStax Astra) 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.

Warranty

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.

Entire Agreement

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.

Miscellaneous

  • This is a pre-paid, non-cancellable and non-refundable offering.

  • If the Customer requires additional consulting to cover other services outside the scope of the applicable package, such other services and the fees related thereto shall be set forth in a separate Order Schedule.

  • The DataStax professional working day is eight hours, including reasonable time for meals.  DataStax expects that Customer personnel are available during normal working hours

  • The packages are for the Services listed herein only. Customers are required to have a separate license for their use of DataStax Enterprise and/or their access to DataStax Astra or any other proprietary DataStax software.  

  • DataStax recommendations and content will be tailored based upon the information received from the Customer. Changes in Customer’s project scope, errors or omissions in provided data points, or similar discrepancies in the information received by DataStax may result in recommendations that will not best fit the Customer’s needs.

  • For the avoidance of doubt, the goals stated below are for Customer informational purposes only.

  • Any software that is provided or recommended by DataStax professionals as part of the Services that is under an open source license is provided on an AS IS basis and is subject to the terms of such open-source license.