Effective: August 14, 2020
If you have a Master Agreement referencing Technical, Expert or Professional Services (may include Terms of Service or Master Cloud Agreement), those terms apply instead of the General Terms below. Otherwise, these online terms apply.
I. General Terms
These New Relic, Inc. (“New Relic”) Technical Services Terms and Conditions (the “Terms”), together with any applicable Order(s) and Schedule(s) (collectively, the “Agreement”), govern New Relic’s provision of Technical Services (defined below 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 Terms from time-to-time, in whole or in part, in which case the updated Terms supersede the prior version. Any changes to the Terms are effective immediately for new customers and thirty (30) days after posting notice of such changes for all other customers.
New Relic may require Customer to provide consent to the updated 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).
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 purchased Technical Services are as described in the relevant Order or the Schedule 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 “Master Agreement”) and/or the applicable mutually executed ordering document(s) entered into by the Parties (“Order”). Customer may place orders for Technical Services under these Terms, by executing an Order that references or incorporates the Terms. In the event of any conflict between these Terms, an applicable Order, and Master Agreement, the order of precedence with respect to the Technical Services is (i) the applicable Order, (ii) these Terms, and (iii) the Master Agreement.
2 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. If Customer does not fully utilize, request or receive the Technical Services specified in the applicable Order, any remaining or unused portion of the Technical Services will be forfeited at the end of such Order’s applicable period with no refund. Subject to the foregoing, such remaining or unused portion of the Technical Services not utilized by Customer by the earlier of: (i) the one-year anniversary date of the applicable Order Effective Date for such Technical Services, or (ii) any expiration of an active paid Commitment Term for the New Relic SaaS, shall be forfeited with no refund. If Customer’s subscription for Technical Services is co-terminus with a paid Commitment Term for the New Relic SaaS that is less than a year, Customer will receive a prorated amount of Technical Services based upon the remaining number of months in such paid Commitment Term. Technical Services will be delivered during the Commitment Term as mutually agreed upon by the Parties. If delivered on-site, Customer must schedule the performance of such on-site Technical Services tasks for a minimum of two (2) days. Customer must schedule use of the package(s), as specified in the applicable Order, at least three (3) months prior to the Renewal Date and/or the Expiration Date for the Commitment Term indicated on the applicable Order. In the event Customer does not timely schedule such use, New Relic resources will be allocated on an as-available basis; if New Relic determines, in its sole discretion, that there is not enough time or resources available to complete the task(s) prior to the Renewal Date and/or the Expiration Date for the Commitment Term indicated on the applicable Order, New Relic will have no liability to Customer.
3 Licenses; Rights. Subject to payment of fees and a current subscription 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 this Agreement. 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. 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. Any confidential or proprietary information exchanged between the Parties will be deemed Confidential Information which will not be disclosed to any third party, unless otherwise specifically agreed in writing. 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 Terms, (b) as mutually agreed to in writing by the Parties, and (c) any pre-existing intellectual property belonging to Customer.
4 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 Subscription 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 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 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.
5 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 thirty (30) days of the invoice date.
6 Miscellaneous. This Agreement constitutes 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 Terms and any disputes arising out of or related to this Agreement 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 (i.e. click-wrap or browse-wrap), or invoicing portal will have no effect. These Terms create no third party beneficiary rights. Customer may not assign any of its rights in these 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 Terms to the extent that such failure or delay results directly or indirectly from an event beyond New Relic’s reasonable control.
II. Specific Terms
1 Schedules. The following schedules (“Schedules”) are incorporated herein and provide additional terms applicable to the specific Technical Services in an Order(s) signed by the Parties:
Prior Versions of the Expert Services Terms