Effective: December 23, 2024
This applies to your use of Technical Services unless contemplated under your existing agreement (for example, Terms of Service). Even if these General Terms don’t apply to you, the Package Terms still do.
These New Relic, Inc. (“New Relic”) General Terms together with the Package Terms below (collectively, the “Technical Services Terms”) and any applicable Order(s) , govern New Relic’s provision of Technical Services to the Customer. New Relic and Customer may be referred to individually as “Party” or collectively as the “Parties.”
New Relic reserves the right to amend these Technical Services Terms from time to time, in whole or in part, in which case the updated Technical Services Terms supersede the prior version. Any changes to the Technical Services Terms are effective immediately for new customers and 30 days after posting notice of such changes for all other customers.
New Relic may require Customer to provide consent to the updated Technical Services Terms in a specified manner before further use of the Technical Services. If Customer does not agree to a change(s), Customer will immediately stop using the Technical Services. Otherwise, Customer’s continued use of the Technical Services constitutes acceptance of such change(s).
I. General Terms
1. Technical Services. New Relic primarily provides software analytics products to its Customers through software as a service (“New Relic SaaS”). From time to time, Customer may choose to engage New Relic for training, enablement, or other technical services to help use New Relic SaaS (“Technical Services”). Any Technical Services are as described in the relevant Order and/or the applicable Package below. For clarity, the purchase of Technical Services is not required for Customer to use and access the New Relic SaaS, and Customer agrees that Technical Services do not form part of the New Relic SaaS. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the separate agreement or terms for the New Relic SaaS purchased by Customer (the “SaaS Agreement”) and/or the purchasing order for Technical Services executed by the Parties or entered into by you via self-service (“Order”).
2. Order. Customer may place orders for Technical Services under these Technical Services Terms through an Order that references or incorporates the Technical Services Terms. In the event of any conflict between these Technical Services Terms, an applicable Order, and the SaaS Agreement, the order of precedence with respect to the Technical Services is (a) the applicable Order, (b) these Technical Services Terms, and (c) the SaaS Agreement. Customer is responsible for fees and invoicing as described in each Order. The fees do not include any sales or other applicable taxes, levies, duties, or similar assessments assessable by any jurisdiction. Each party is responsible for their own tax obligations. These Technical Services Terms are effective for the Order Term and continue until expiration or termination of all Order Terms. Either party may terminate these a Technical Services Order if the other party: (a) fails to cure a material breach of these Technical Services (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. In no event will any termination relieve Customer of the obligation to pay any expenses and fees payable to New Relic for the period prior to the effective date of termination. Except where an exclusive remedy is provided, exercising a remedy under these Technical Services does not limit other remedies a party may have.
3. Delivery; Use. Customer will give New Relic timely access to Customer materials, systems, and other resources (“Customer Materials”) reasonably needed to provide the Technical Services, and if Customer fails to do so, New Relic’s obligation to provide Technical Services will be excused until access is provided. New Relic may make use of service partners to provide the Technical Services. New Relic may utilize a third-party service partner(s) who may need access to your environment and/or your Customer Data (including any Personal Data contained therein) to provide Technical Services. So Customer acknowledges that the service partner may be a: (1) third-party Sub-Processor or (2) third-party subcontractor. Technical Services must be used consecutively within 90 days of the applicable Order’s Effective Date. If Customer does not fully utilize, request or receive the Technical Services specified in the applicable Order, any remaining portion of the Technical Services will be forfeited at the end of 90 days from the applicable Order’s, Effective Date and no refund will be provided to Customer. Technical Services will be delivered during the Order Term as mutually agreed upon by the Parties. Unless otherwise agreed in an Order, the Package must be scheduled by Customer within 30 days of the applicable Order’s Effective Date. All dates and timescales for completion are estimates only. New Relic will use all commercially reasonable endeavors to adhere to any dates or timescales agreed with the Customer, but will not be liable in any manner for failure to complete any work by any date or any timescale specified. Unless otherwise agreed in the Order, Customer must schedule any on-site Technical Services tasks for a minimum of two (2) consecutive days.
4. Licenses; Rights. Subject to payment of fees and current access to the New Relic SaaS, Customer is granted a non-exclusive, non-transferable license to use the product of any Technical Services for its own internal business purposes only consistent with these Technical Services Terms. Customer represents and warrants to New Relic that it has all necessary rights, consents, and permissions to provide the Customer Materials to New Relic. Customer, as between the Parties, retains all ownership rights in the Customer Materials and grants to New Relic a limited right to use and access the Customer Materials. New Relic will treat the Customer Materials as Confidential Information. Unless set forth herein, both Parties will treat Confidential Information as set forth in the SaaS Agreement. All intellectual property rights and any technique and know-how of general applicability in the Technical Services (“Technical Contributions”) are solely the property of New Relic or its licensors. Customer may not remove, alter or obscure any copyright or other proprietary rights notices marked on any portion of the Technical Services. If Customer participates in the creation of any portion of the Technical Contributions, Customer expressly waives, and hereby assigns to New Relic, any and all right title and interest, including any and all intellectual property rights that Customer may acquire in the Technical Contributions, except for: (a) the licenses expressly granted in these Technical Services Terms, (b) as mutually agreed to in writing by the Parties, and (c) any pre-existing intellectual property belonging to Customer.
2. Order. Customer may place orders for Technical Services under these Technical Services Terms through an Order that references or incorporates the Technical Services Terms. In the event of any conflict between these Technical Services Terms, an applicable Order, and the SaaS Agreement, the order of precedence with respect to the Technical Services is (a) the applicable Order, (b) these Technical Services Terms, and (c) the SaaS Agreement. Customer is responsible for fees and invoicing as described in each Order. The fees do not include any sales or other applicable taxes, levies, duties, or similar assessments assessable by any jurisdiction. Each party is responsible for their own tax obligations. These Technical Services Terms are effective for the Order Term and continue until expiration or termination of all Order Terms. Either party may terminate these a Technical Services Order if the other party: (a) fails to cure a material breach of these Technical Services (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. In no event will any termination relieve Customer of the obligation to pay any expenses and fees payable to New Relic for the period prior to the effective date of termination. Except where an exclusive remedy is provided, exercising a remedy under these Technical Services does not limit other remedies a party may have.
3. Delivery; Use. Customer will give New Relic timely access to Customer materials, systems, and other resources (“Customer Materials”) reasonably needed to provide the Technical Services, and if Customer fails to do so, New Relic’s obligation to provide Technical Services will be excused until access is provided. New Relic may make use of service partners to provide the Technical Services. New Relic may utilize a third-party service partner(s) who may need access to your environment and/or your Customer Data (including any Personal Data contained therein) to provide Technical Services. So Customer acknowledges that the service partner may be a: (1) third-party Sub-Processor or (2) third-party subcontractor. Technical Services must be used consecutively within 90 days of the applicable Order’s Effective Date. If Customer does not fully utilize, request or receive the Technical Services specified in the applicable Order, any remaining portion of the Technical Services will be forfeited at the end of 90 days from the applicable Order’s, Effective Date and no refund will be provided to Customer. Technical Services will be delivered during the Order Term as mutually agreed upon by the Parties. Unless otherwise agreed in an Order, the Package must be scheduled by Customer within 30 days of the applicable Order’s Effective Date. All dates and timescales for completion are estimates only. New Relic will use all commercially reasonable endeavors to adhere to any dates or timescales agreed with the Customer, but will not be liable in any manner for failure to complete any work by any date or any timescale specified. Unless otherwise agreed in the Order, Customer must schedule any on-site Technical Services tasks for a minimum of two (2) consecutive days.
4. Licenses; Rights. Subject to payment of fees and current access to the New Relic SaaS, Customer is granted a non-exclusive, non-transferable license to use the product of any Technical Services for its own internal business purposes only consistent with these Technical Services Terms. Customer represents and warrants to New Relic that it has all necessary rights, consents, and permissions to provide the Customer Materials to New Relic. Customer, as between the Parties, retains all ownership rights in the Customer Materials and grants to New Relic a limited right to use and access the Customer Materials. New Relic will treat the Customer Materials as Confidential Information. Unless set forth herein, both Parties will treat Confidential Information as set forth in the SaaS Agreement. All intellectual property rights and any technique and know-how of general applicability in the Technical Services (“Technical Contributions”) are solely the property of New Relic or its licensors. Customer may not remove, alter or obscure any copyright or other proprietary rights notices marked on any portion of the Technical Services. If Customer participates in the creation of any portion of the Technical Contributions, Customer expressly waives, and hereby assigns to New Relic, any and all right title and interest, including any and all intellectual property rights that Customer may acquire in the Technical Contributions, except for: (a) the licenses expressly granted in these Technical Services Terms, (b) as mutually agreed to in writing by the Parties, and (c) any pre-existing intellectual property belonging to Customer.
5. Remedies. New Relic warrants to Customer that New Relic will perform any Technical Services in a professional and workmanlike manner. If New Relic breaches this warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then New Relic will use reasonable efforts to correct the non-conformity. If New Relic cannot correct the non-conforming Technical Services, either party may terminate the applicable Technical Services from the affected Order, in which case New Relic will refund to Customer any such pre-paid, unused fees for the terminated portion of the Order Term of the affected Order. These procedures are Customer’s sole and exclusive remedy and New Relic’s entire liability for breach of New Relic’s performance warranty. THE ENTIRE LIABILITY OF NEW RELIC UNDER OR IN CONNECTION WITH THE TECHNICAL SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FEES PAID FOR SUCH TECHNICAL SERVICES IN THE APPLICABLE TECHNICAL SERVICES ORDER OR FIFTY DOLLARS. EXCEPT FOR THE FOREGOING WARRANTY, THE TECHNICAL SERVICES OR ANYTHING ELSE PROVIDED BY NEW RELIC UNDER THESE TECHNICAL SERVICES TERMS ARE PROVIDED AS-IS, TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION ARE NEW RELIC’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, UNDERTAKINGS OR TECHNICAL SERVICES TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS.
6. Travel and Expenses. New Relic will invoice Customer separately for travel and expenses and in accordance with New Relic’s standard travel and expense guidelines. Customer will reimburse New Relic for travel and expense costs and any out-of-pocket expenses incurred by New Relic in connection with its performance of Technical Services. New Relic will provide Customer with reasonably detailed invoices for such expenses. New Relic will invoice Customer monthly in arrears for such expenses. Customer will reimburse New Relic within 30 days of the invoice date.
7. Miscellaneous. These Technical Services Terms constitute the entire and exclusive agreement between New Relic and Customer with respect to the Technical Services and supersedes and replaces any other agreements, terms and conditions applicable to the Technical Services. These Technical Services Terms and any disputes arising out of or related to these Technical Services Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods and the Parties consent to exclusive jurisdiction and venue in the courts located in San Francisco (if state court) or the Northern District of California (if federal court). The terms in any Customer purchase order, business form, online terms (that is, click-wrap or browse-wrap), or invoicing portal will have no effect. These Technical Services Terms create no third-party beneficiary rights. Customer may not assign any of its rights in these Technical Services Terms, and any such attempt is void, but New Relic may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Technical Services. The Parties are independent contractors, not agents, partners, or joint venturers. New Relic will not be responsible for any failure to perform or delay in performing any of its obligations under these Technical Services Terms to the extent that such failure or delay results directly or indirectly from an event beyond New Relic’s reasonable control.
II. Package Terms
1. Packages. The following schedules (“Packages”) are incorporated herein and provide additional terms applicable to the specific Technical Services in the Order(s):
Observability Consulting Package
Prior Versions