With respect to Customer’s purchase and/or use of Dremio’s Admin as a Service (“Admin Service”), the following additional terms shall govern Customer’s access to and use of Dremio’s fully managed lakehouse platform Software. In the event a term relating to Dremio’s Admin Service within the Agreement conflicts with a term within this Admin Service Appendix, the terms of this Admin Service Appendix shall prevail and govern.
ADDITIONAL DEFINITIONS
“Node” means one (1) physical or virtual machine that has up to 128 GB of RAM or 32 vCPU allocated to the Dremio Nodes, including coordinators, executors and catalog nodes. If more than 128 GB of RAM or 32 vCPU is allocated to the Software, the number of Nodes will increase proportionally (e.g., Customer will purchase two (2) Nodes if Customer allocates 256 GB of RAM to the Software), be rounded up, and be counted in the aggregate under the peak capacity of usage. All nodes in a Dremio Software cluster, including those Nodes in clusters accessed via a Dremio-to-Dremio connection, must be licensed and multiple instances shall be of the same license type.
- USE OF DREMIO SOFTWARE
- Subject to the terms and conditions of this Agreement, Dremio hereby grants to Customer and its Affiliates, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ to: (a) use and display the Software on the number of Nodes specified in the Order Form, in accordance with the Documentation; and (b) copy the Software and Documentation as reasonably necessary to support the number of licensed Nodes. Notwithstanding anything to the contrary, Customer agrees that Dremio and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of Nodes.
- Dremio may, in its sole discretion, offer preview, alpha, beta, experimental, pre-release or similarly named features or services, prior to their general commercial release (collectively, “Previews”). All Previews shall be subject to the Beta Terms of Service available at https://www.dremio.com/legal/beta-terms-of-service/.
- Customer acknowledges and agrees that it will abide by the Dremio Admin as a Service Shared Responsibility Model available at https://docs.dremio.com/.
- Subject to the terms and conditions of this Agreement, Dremio hereby grants to Customer and its Affiliates, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ to: (a) use and display the Software on the number of Nodes specified in the Order Form, in accordance with the Documentation; and (b) copy the Software and Documentation as reasonably necessary to support the number of licensed Nodes. Notwithstanding anything to the contrary, Customer agrees that Dremio and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of Nodes.
- ADDITIONAL NODES
- During the Subscription Term, Customer may, subject to the Agreement, purchase and use additional Nodes above the number purchased in an Order Form. Dremio will invoice Customer, or, if applicable, a Reseller, for such additional Nodes, adjusted on a pro rata basis from the date of first use and for the remainder of the applicable Subscription Term.
- During the Subscription Term, Customer may, subject to the Agreement, purchase and use additional Nodes above the number purchased in an Order Form. Dremio will invoice Customer, or, if applicable, a Reseller, for such additional Nodes, adjusted on a pro rata basis from the date of first use and for the remainder of the applicable Subscription Term.
- RESPONSIBILITIES
- Customer acknowledges and agrees that Customer is responsible for: (i) protecting the security of all Customer credentials used to access the Software; (ii) securing the Customer environment and any Customer-controlled System (with such steps to include, without limitation, industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer environment or other Customer-controlled Systems and (iv) managing and paying the charges associated with Customer’s usage of the Customer environment (e.g., compute, storage, hardware and network fees); and Customer expressly assumes the risks associated with the foregoing responsibilities set forth in this paragraph.
- Dremio acknowledges and agrees that, except to the extent caused by the action or intentional or negligent inaction of Customer or its Authorized Users, including, without limitation, any customizations or configurations of Dremio Software by Customer or anything specified to be Customer’s responsibility above, Dremio is responsible for providing a Dremio team member who will spend up to one (1) day per week (equivalent) managing the Customer’s production cluster, with a goal of: (i) starting in version 26.0, remotely monitor the Customer’s production cluster to ensure uptime and respond to urgent uptime issues within the production cluster; (ii) optimizing the Customer environment once per week following a Dremio assessment of the environment; (iii) conducting upgrades to the development/staging/production clusters in coordination with the customer; and (iv) controlling its access to the Customer’s environment hosting Dremio’s Software.
- Customer will be responsible for obtaining and maintaining all Systems and any other equipment and ancillary services needed to connect to, access or otherwise use the Software. Dremio will not be liable for any Systems and/or ancillary services needed to connect to, access or otherwise use the Software.
- Customer will be responsible for providing Dremio with, or access to, such facilities (if applicable), equipment and support as are reasonably necessary for Dremio to provide the Admin Service, including remote access to the hardware and systems software configuration on which Dremio supports use of the Subscription Software licensed by Dremio to Customer. Dremio will not be liable for any failure to provide the Admin Service that arises from Customer’s failure to cooperate with Dremio as set forth herein.
- Customer acknowledges and agrees that Customer is responsible for: (i) protecting the security of all Customer credentials used to access the Software; (ii) securing the Customer environment and any Customer-controlled System (with such steps to include, without limitation, industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer environment or other Customer-controlled Systems and (iv) managing and paying the charges associated with Customer’s usage of the Customer environment (e.g., compute, storage, hardware and network fees); and Customer expressly assumes the risks associated with the foregoing responsibilities set forth in this paragraph.
- PROPRIETARY RIGHTS
- Each party will retain all rights, title and interest in their Pre-Existing Works. Except as explicitly set forth herein each party reserves all intellectual property rights not expressly granted to the other party, and no right, title or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Managed Services for the provision of any Improvements to Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed between the parties in a fully executed written agreement.
- To the extent applicable, Customer hereby grants Dremio a non-transferable, non-exclusive, world-wide and royalty free license to access, reproduce, store, process and use Customer’s Pre-Existing Works in any manner reasonably necessary to provide the Admin Service under this Agreement. To the extent Dremio Pre-Existing Works or Developments are incorporated into the Admin Service or deliverables provided under this Agreement, such Dremio Pre-Existing Works and Developments are provided to Customer in a non-transferable, non-exclusive, world-wide and royalty free license to use solely for Customer’s internal business purposes subject to the applicable license agreement(s) governing Customer’s use of Dremio’s Subscription Software, and expressly conditioned on Customer’s compliance with the terms of such agreement(s). Notwithstanding the foregoing, Customer will own the portion of any deliverable provided to Customer in tangible form consisting of written reports, analyses, architecture diagrams, project plans and similar working documents.
- Further, any Developments resulting from the provision of the Admin Service hereunder will be owned by Dremio, and Customer will execute and deliver to Dremio any documents reasonably necessary to vest in Dremio all right, title and interest therein subject always to the terms of any applicable open-source license.
- Each party will retain all rights, title and interest in their Pre-Existing Works. Except as explicitly set forth herein each party reserves all intellectual property rights not expressly granted to the other party, and no right, title or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Managed Services for the provision of any Improvements to Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed between the parties in a fully executed written agreement.
- SECURITY/DATA PROTECTION
- Each party has obligations with respect to the security of the Dremio Software and Customer Content. Dremio will implement and maintain appropriate technical and organizational security measures. The current technical and organizational security measures are described at https://dremio.com/platform/security. Dremio Admin Services is responsible for properly configuring the Dremio Software and taking steps to maintain appropriate security, protection and backup of Dremio software configurations and infrastructure. Customer will not disclose its user credentials to any unauthorized persons. Except as otherwise expressly outlined herein, Customer is responsible for all activities in Customer’s account, regardless of whether undertaken by Customer, Authorized Users or a third party. Dremio is not responsible for unauthorized access to Customer’s account unless caused by Dremio’s breach of this Agreement. Customer must contact Dremio immediately if it believes unauthorized activity has occurred in Customer’s account or if Customer’s account information is lost or stolen.
- For purposes of Dremio verifying electronically or otherwise, include via “phone-home” type telemetry, related to Customer’s usage of the Software throughout the term, Dremio does not intend to capture Customer Content as part of this data. This data is critical to ensuring active monitoring of the Customer’s Dremio environment. A list of the electronic data that may be collected for verification purposes will be available in the Documentation once electronic verification becomes generally available within the Software. Without limiting Dremio’s obligations as stated in Section 7 of the Subscription Agreement (Confidentiality), Dremio shall be responsible for establishing and maintaining a commercially reasonable information security program with regard to the delivery of the Admin Service that is designed to: (i) ensure the security and confidentiality of the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; (iii) protect against unauthorized access to, or use of, the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; and (iv) ensure that all subcontractors of Dremio, if any, comply with all of the foregoing. In no case shall the safeguards of Dremio’s information security program be less stringent than the information security safeguards used by Dremio to protect its own commercially sensitive data.
- With respect to the protection of information, the Dremio Privacy Policy located here https://www.dremio.com/legal/privacy-policy/, shall apply. If this Appendix is entered into on behalf of an Enterprise, the terms of the data processing addendum at https://www.dremio.com/legal/data-processing-addendum/ (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Dremio, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses
- Each party has obligations with respect to the security of the Dremio Software and Customer Content. Dremio will implement and maintain appropriate technical and organizational security measures. The current technical and organizational security measures are described at https://dremio.com/platform/security. Dremio Admin Services is responsible for properly configuring the Dremio Software and taking steps to maintain appropriate security, protection and backup of Dremio software configurations and infrastructure. Customer will not disclose its user credentials to any unauthorized persons. Except as otherwise expressly outlined herein, Customer is responsible for all activities in Customer’s account, regardless of whether undertaken by Customer, Authorized Users or a third party. Dremio is not responsible for unauthorized access to Customer’s account unless caused by Dremio’s breach of this Agreement. Customer must contact Dremio immediately if it believes unauthorized activity has occurred in Customer’s account or if Customer’s account information is lost or stolen.
- MISCELLANEOUS
- Dremio may, from time to time, at its sole discretion, update and/or change any part of the Dremio Admin Service, including its operational processes, monitoring, telemetry collection, management processes as well as features, functions, layout and design of deployments. Dremio will provide Customer with reasonable prior notice (including by email) of any material changes to the Dremio Admin Service.
