Professional Services Terms of Service
Updated: May 18, 2016
These Services Terms (“Services Terms”) are part of the Agreement between Customer and StreamSets and includes a statement of the work to be provided by StreamSets 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 Enterprise Terms (streamsets.com/legal/tos/) and any terms in the applicable Order Schedule. The Enterprise Terms are incorporated herein by reference. In addition, these Service Terms govern all Services (excluding Support Services) provided to Customer by StreamSets. “Services” means training, consulting or other services specified in an Order Schedule and a Statement of Work (SOW). “Services” does not include recurring maintenance and support services such as those specified at streamsets.com/legal/support-policy. Any capitalized terms not otherwise defined in these Service Terms shall have the meaning in the Agreement.
- Customer Responsibilities
In connection with the Services, Customer shall: (1) provide StreamSets 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 StreamSets personnel; (3) perform Customer’s agreed duties and tasks, and such other duties and tasks as may be reasonably required to permit StreamSets to perform the Services; and (4) not copy, record, or transcribe any StreamSets training materials without written authorization from StreamSets. Customer will also make available to StreamSets any data, information and any other materials reasonably required by StreamSets to perform the Services, including, but not limited to, any data, information or materials specifically identified in the applicable Order Schedule (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete. StreamSets will comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which StreamSets is notified in writing by Customer in advance.
As between Customer and StreamSets, Customer will exclusively own all rights, title and interest in and to the Customer Materials, including all worldwide patent rights, copyrights, trade secret rights, know-how and any other intellectual property rights therein. StreamSets acknowledges and agrees that Customer Materials constitute Customer’s Confidential Information. StreamSets will exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, source code and object code, techniques and materials of any kind used or developed by StreamSets or its personnel in connection with performing the Services (collectively “StreamSets Materials”), including all worldwide patent rights, copyrights, trade secret rights, know-how and any other intellectual property rights therein and thereto. Customer will have no rights in any StreamSets Materials except as expressly set forth in this Agreement. StreamSets grants Customer a perpetual, fully-paid up, nonexclusive license to use, for Customer’s internal business purposes, any StreamSets 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 StreamSets’ 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 StreamSets complies with its obligations with respect to Customer’s Confidential Information.
- Services Warranty
StreamSets represents and warrants that it will perform the Services in a professional manner consistent with industry standards. Customer must notify StreamSets of any non-conformance with this warranty within thirty (30) days following initial delivery of the non-conforming Services, and StreamSets’ sole obligation and Customer’s exclusive remedy for breach of this warranty is the re-performance by StreamSets of such non-conforming Services.
EXCEPT FOR THE EXCLUSIVE WARRANTY SET FORTH IN SECTION 2, STREAMSETS MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT STREAMSETS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), NOR ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDE HEREUNDER.