The DataRobot Master Subscription Agreement (MSA) is the standard contract between DataRobot, Inc., a Delaware corporation with its principal place of business in Boston, Massachusetts, and the customer named in an Order. It takes effect on the date DataRobot accepts the Order, supersedes other agreements including click-through or electronic agreements within the Solution, and applies to all future purchases of DataRobot software and services unless the parties expressly agree otherwise.[1] The version reviewed carries the version stamp “v 2023-NOV-09.3”.[1] DataRobot publishes a cover note that summarises the key terms, and it states that DataRobot offers its standardised platform on the MSA terms, does not customise the Solution, support, maintenance, data processing or security standards for any customer, and licenses the product for a fixed term.[2]
Other documents sit around the MSA: the AI Platform Agreement for click-through hosted use,[3] the Evaluation Terms for trials,[4] the Tool and Utility Agreement for free tools,[5] and the AI Policy for acceptable AI use.[6] This article describes each and how they interact.
Editions
The MSA is edition-agnostic. It defines the Solution as the DataRobot software products stated in the Order, including additions and modifications made by DataRobot from time to time, and defines SaaS and on-premise delivery as alternatives within the same agreement.[1] The cover note highlights that the MSA works for both on-premise and SaaS deployments if the customer switches at any time.[2] Entitlements by edition or module are therefore found in the Order, not in the MSA. If the MSA conflicts with an Order, the Order controls solely for the Solution and Professional Services it covers, and purchase orders issued by the customer are for its convenience only and do not change the MSA.[1]
Companion agreements
- AI Platform Agreement. A click-through agreement that grants a non-exclusive, non-transferable right to access and use the DataRobot platform and related tools identified on an Order Form or registration page on a hosted basis, for the term set there.[3] Use is subject to unexpired Credits.[3]
- Evaluation Terms. Terms for no-fee, trial, demo, alpha, beta or early access software. The Evaluation Term is 30 days from first access unless extended or ended earlier by DataRobot, and the contracting entity is DataRobot Japan K.K. for users in Japan, DataRobot Arabia Limited Co. for users in Saudi Arabia, and DataRobot, Inc. elsewhere.[4]
- Tool and Utility Agreement. A licence for no-fee tools and utilities, for internal business purposes, for the period DataRobot authorises or otherwise until the customer’s platform subscription expires; DataRobot may terminate, downgrade, limit or modify them at any time without notice or compensation, with no warranty, indemnity, availability, maintenance or support.[5]
- AI Policy. Restricted activities for AI products used by customers, authorised users, free-trial users and others, including the prohibited AI practices of Article 5 of Regulation (EU) 2024/1689, plus a table of third-party provider terms that also apply when users use a Third Party Product.[6]
Metrics
The MSA uses people and Orders rather than technical metrics. Authorized Users are the employees, agents and independent contractors of the Customer and of its Affiliates; the Customer remains liable for their acts and omissions and must procure their compliance, and only the Customer may bring claims against DataRobot for any loss suffered by an Affiliate or Authorized User.[1] See Authorized User. The numeric limits that bound use, such as seats, workers and deployments, are product configuration under the licence key (see DataRobot seats, workers and deployment limits). The AI Platform Agreement adds Credits: DataRobot’s self-serve model, under which the service may be used subject to any unexpired Credits, with all charges and Credit purchases payable in advance and non-refundable.[3] See Credit.
Licence grant and restrictions
DataRobot grants a non-exclusive, non-transferable, non-sublicensable licence for the Subscription Term to use the Solution with its Documentation for internal business use and the purpose of the Solution described in the Documentation.[1] The customer must not, and must not permit third parties to: use the Solution other than in accordance with the Documentation; copy it (other than backup copies where the agreement is not for SaaS), modify it, create derivative works or distribute it; decompile or reverse engineer it except to the extent the law permits for integration, with at least 30 days’ notice; access it to build a competing product or service; use it to provide services to third parties; license, lease, transfer, assign, disclose or otherwise commercially exploit it; or modify proprietary rights notices.[1] The AI Platform Agreement adds a prohibition on attempting to circumvent user limits, timing or use restrictions built into the service, and says that those whose products compete with DataRobot may not access the services without consent or for benchmarking.[3]
The customer owns what it builds: it retains all rights in Customer Data, in Models it creates and in prediction data generated by processing Customer Data through the Solution.[1] DataRobot owns enhancements, modifications and derivative works made in or through the Solution.[1]
Counting and floors
The MSA states no minimum. It says each Order forms a separate contract subject to the MSA, except to the extent the Order provides different terms, and that the Subscription Term is the period stated in the Order.[1] Where purchase is through a partner, order details such as the Solution entitled and how entitlements are measured are as stated in the order between partner and customer communicated to DataRobot, partners cannot modify the MSA, and the amount paid by the partner counts for the liability cap and pro-rata refunds.[1]
Evaluation use has its own limits. Unless otherwise agreed, Evaluation Software is only for internal evaluation for 30 days from first access; models generated may only be used to evaluate features and must be deleted along with the software unless the customer buys the Solution within three months of access ending; DataRobot can cancel or modify the evaluation at any time, with no warranty, availability, Maintenance or Support; and each party’s liability for evaluation use is $25,000 except for breach of the restrictions on use.[1]
Virtualization and partitioning
The MSA contains no virtualization, partitioning or hardware-based counting rule. It distinguishes SaaS (hosted in DataRobot’s managed cloud) from on-premise (deployed in the customer’s data center or its virtual private cloud), and ties several rights to that split: backup copying is allowed only where the agreement is not for SaaS, the data import restrictions apply where the Solution is used as SaaS, and the Availability Policy applies when the customer has purchased access as SaaS.[1] Capacity limits for on-premise installations are set by the licence key and are described in the product documentation.
Cloud and BYOL
SaaS data rules
Where the Solution is used as SaaS the customer must not import code that is destructive or harmful, PCI DSS data or other financial account numbers or credentials, HIPAA-regulated information (unless the Order expressly permits it, in which case the Business Associate Agreement referenced in the Information Security Policy applies), government ID numbers, sensitive personal data, personal data of individuals under 16, data regulated by laws such as the Gramm-Leach-Bliley Act or COPPA, or content that violates a third party’s intellectual property rights.[1] Anonymized personal data in the listed categories may be imported into the SaaS Solution.[1] DataRobot may delete offending Customer Data or suspend access, with written notice as soon as possible, and must use reasonable endeavours to delete the data without suspending access.[1]
DataRobot data
DataRobot may collect data about use. For SaaS, the User Activity Monitor collects technical logs, frequency of logins, number of Models deployed and feature usage, plus interaction and navigation data such as clickstream; metadata about Customer Data, Models and Projects is also collected for SaaS and is always anonymized. For on-premise use DataRobot can only analyse such data if the customer or a user provides it.[1]
Generative AI
Where an Order includes a generative AI product, the customer may be given limited access to large language models, vector databases and other Third Party Products for convenience so that it may evaluate them for potential purchase. They are not part of the Solution, may change during the Subscription Term, depend on provider availability, and carry no DataRobot warranty.[1] The AI Policy says users are subject to the provider’s specific terms as though using the product directly from the provider.[6]
Fees, term and support
The fees for Maintenance and Support are included in the fees for the Solution. Fees are invoiced annually in advance unless the Order says otherwise and are payable within 30 days; amounts are paid without set-off; and DataRobot may suspend access after 14 days’ notice if undisputed payments are not received within 60 days of invoice.[1] Tax is additional.[1] Each Order continues for its Subscription Term, either party may terminate for an uncured material breach after 30 days’ notice or for insolvency, and DataRobot may terminate immediately for breach of the reverse-engineering restriction or of the data restrictions, or if continued operation in the customer’s country is no longer legal or desirable.[1] Except as the MSA provides, agreements and Orders are non-cancellable and fees non-refundable, and on termination all licences end and use must cease.[1] The cover note repeats that purchases cannot be terminated for convenience.[2]
DataRobot gives a 90-day conformance warranty from the Order date, with correction of reproducible nonconformities within 30 days or a pro-rata refund as the sole remedy. It also warrants that the Solution is not subject to copyleft obligations. It gives no warranty on the accuracy of Models or predictions.[1] DataRobot defends infringement claims on the Solution, subject to exclusions for modification and combination, and the customer defends claims arising from breach of the data restrictions, the AI terms or generative AI third-party terms.[1] Each party’s liability in a calendar year is capped at 100% of the fees paid or payable in the preceding calendar year (the first-year fees for the first year), with uncapped liability for death or personal injury, gross negligence or wilful misconduct, indemnities and, for the customer, breach of the restrictions or data rules and payment of fees.[1]
Programs
- Support and availability. DataRobot provides Support and Maintenance and, for SaaS, complies with the Availability Policy.[1] See DataRobot SaaS and self-managed deployments.
- Professional Services. Described in an Order; pre-purchased services not used expire 12 months after purchase.[1]
- Publicity. The customer agrees that DataRobot may refer to it by trade name and logo and briefly describe its business in marketing materials and on its website.[1]
- Resellers. The Order placed by a partner defines entitlements, and DataRobot is not bound by promises made by partners.[1]
Audits and compliance
The MSA does not include a licence audit or certificate clause. Its compliance levers are termination, suspension and the customer’s indemnity for breach of the data restrictions.[1] The notice address for DataRobot is legal@datarobot.com or its Boston office, and notices are deemed given when received if by hand or email.[1] Governing law is Massachusetts with exclusive jurisdiction of the federal and state courts in Boston; the Uniform Commercial Code, the UN sales convention and UCITA do not apply; and the Solution is treated as commercial computer software for the U.S. government.[1]
Out of scope
This article does not cover the Data Processing Policy, the Information Security Policy, the Japanese-language versions, the reseller and referral partner agreement, or the Public Sector Services Terms and Services Packages documents that are listed on DataRobot’s legal page.[7]