Capacity Unit for DataStax Astra DB Supplement

This Capacity Unit for DataStax Astra DB Supplement (“Supplement”) applies to any use of DataStax Astra DB by Customer that involves the purchase of Cloud Services credits for Capacity Units. The Supplement and any ordering document entered into by Customer for the use of Capacity Units in DataStax Astra DB (“Order Schedule”) are governed by the Master Subscription Agreement between Customer and DataStax (“MSA”). This Supplement adjusts certain terms of the MSA, solely with respect to DataStax Astra DB. Capitalized terms used but not defined in this Supplement have the meanings given to them in the MSA. At any point, Customer may decide to convert its existing Astra Cloud Services credits for Capacity Units to credits for Astra Cloud Services. Such use will be subject to the terms under the Astra Supplement (Exhibit B).

1. Cloud Services

1.1. Metered Services. Charges for the Cloud Services will be billed according to the then-current applicable list price based on the number of hours consumed as well as the number of Capacity Units, the Compute Tier selected, data transfer and private endpoints, if selected. The Cloud Services will be provided in accordance with the Documentation and is provided using a third-party hosting provider (“the Cloud Provider”), as selected by Customer from available options. The charges may vary subject to the hosting provider and region(s) selected by Customer, as detailed to Customer within the Console.

1.2. Requirements. DataStax will provide Cloud Services in accordance with the specifications set forth in the Console, API or Documentation. Customer will provide all accurate and complete information as required in the Console or API.

1.3. Modifications; Discontinuation of Service. Customer agrees and understands that DataStax may make modifications, including discontinuation of the Cloud Services or components of the Cloud Services, from time to time and will use commercially reasonable efforts to notify Customer of any material modifications.

1.4. Console. Customer’s use of the Console in connection with Customer’s use of the Cloud Services is included in the fees charged for the Cloud Services.

1.5 Administration. Customer shall: (i) ensure that it keeps credentials and other account and billing information up to date; (ii) keep a complete and accurate record of all Authorized Users, and produce such record to DataStax on request from time to time; and (iii) permit DataStax to inspect and have access to any premises (and to the computer equipment located there) at or from which the Cloud Services is being accessed or used, and have access to any records, for the purposes of ensuring that Customer is complying with the Agreement. DataStax shall provide reasonable advance notice in writing to Customer of such inspections, which shall take place at reasonable times.

2. Use of the Cloud Services

2.1. Support. DataStax will provide Customer with Support of the Cloud Services in accordance with the Support Policy.

2.2. Service Level Agreement. The Service Level Terms which sets forth the Service Availability as defined therein shall be as described at https://www.datastax.com/legal/datastax-astra-sla. The Service Level Terms shall not apply to any fee-free Cloud Services or the Free Tier (“Trial Usage”)

2.3. Acceptable Use. Customer warrants that they shall not, and shall not permit others under its control to: (1) use the Software, Console, API or Cloud Services in violation of any of the Restrictions in Section 1.2 of the MSA,  (2) use the Cloud Services to store, maintain, process or transmit any High Risk Data, (3) use the Console, API or Cloud Services to create, transmit, process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State, (4) attempt to circumvent any security measures intended to restrict access to any portion of the Cloud Services or Cloud Provider, (5) Customer shall not upload, post, otherwise transmit or provide access to data through the Cloud Services which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, breaches any obligations of confidence, which is hateful, or racially, ethnically or otherwise objectionable; or (6) attempt to use the Cloud Services in a manner intended to improperly avoid Fees (“Acceptable Use”).

2.4. Suspension of Services for Security. If there is an emergency security or other issue, then DataStax may automatically suspend Customer’s use of the Console, API and/or Cloud Services. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the emergency security issue. If DataStax suspends Customer’s use of the Services for any reason, without prior notice to Customer, at Customer’s request, DataStax will provide Customer the reason for the suspension as soon as is commercially possible.

2.5. Multi-Region. If Customer elects either on an Order Schedule or within the Console or API to procure Multi-Region Cloud Services, the following shall apply: (1) Customer acknowledges that Customer Personal Data may be transferred or stored outside the EEA or the countries where DataStax is located in order to carry out the Services and the DataStax  obligations under this Agreement in-line with the Cloud Regions selected and (2) Customer may select up to three (3) different Cloud Regions, but each different Cloud Region must be licensed for the same number of Capacity Units.

3. Payment

3.1. Fees. Customer will pay all fees (the “Order Schedule Fees”) as specified in the Order Schedule or a Third-Party Marketplace order and any applicable Taxes. In addition, Customer will be billed based on Customer’s metered consumption of the Cloud Services (the “Metered Fee”) and for any Additional Fees, and should the Metered Fee exceed the available Cloud Services credit as procured via an Order Schedule or Third-Party Marketplace Order Customer will be invoiced. If the due date is not otherwise specified in the Order Schedule, all Fees are due 30 days from the invoice date (“Due Date”). Unless the parties otherwise agree in writing, all Fees are non-refundable, assessed in U.S. dollars and shall be paid without setoff or deduction. Unless otherwise agreed in the Order Schedule or Third-Party Marketplace order, Astra Cloud Services credits shall expire within 365 days from the Order Schedule Effective Date, or if there is no Order Schedule then 365 days from order registration within the applicable Third-Party Marketplace by Customer. For the avoidance of doubt, under an Order Schedule or Third-Party Marketplace order, Customer is purchasing Astra Capacity Units that are applied as Cloud Services credit, and not a subscription term to DataStax Astra DB. For DataStax Astra DB Customers who register through a Third-Party Marketplace, Fees will be processed by the Third-Party Marketplace, subject to Customer’s agreement with such Third-Party Marketplace.

3.2. Support Fees. If Customer elects to purchase Support beyond the Standard Support included with the Cloud Services, Customer will pay all fees and any applicable Tax as specified in the Order Schedule or Third-Party Marketplace order for such support (the “Support Fees”). The Support Fees are charged as a percentage of the Order Schedule Fees for the Astra Cloud Services credits in an Order Schedule or Third-Party Marketplace order. If Customer exceeds the available Astra Cloud Services credits as procured via an Order Schedule or Third-Party Marketplace order, Customer will be invoiced additional Support Fees as a percentage of the Metered Fee at the rate as set forth in the Order Schedule or Third-Party Marketplace order.

3.3. Recurring Charges. Metered Fees, Support Fees and Additional Fees for the Cloud Services are invoiced and charged based on Customer’s actual usage above those prepaid in an Order Schedule. DataStax will automatically invoice for the Metered Fees and Support Fees associated with Customer’s usage during the prior calendar month (or other applicable period). Metered Fees are based on the pricing table available in the Console or API.

3.4. Order Schedule Changes. If the Metered Fee exceeds Customer’s available Cloud Services credit as procured via an Order Schedule, Customer will be notified via the main contact email associated with Customer’s Cloud Services account. Customer will have 30 days to enter into a new Order Schedule for the Cloud Services, or switch payment methods. Customer shall remain responsible for all fees incurred during the 30 day period and will have them deducted from any new Cloud Services credits procured or invoiced at the end of the 30 day period

3.5 Account Suspension. In addition to Section 3.3 of the MSA, If Customer does not make payment to DataStax or provide banking or credit card information by payment due date,  Customer’s account may be moved to suspended status. Customer’s account shall remain in suspended status until (1) Customer enters into a new Order Schedule or enters in its applicable billing information, or (2) Customer’s account is terminated pursuant to this Agreement. Upon termination, Customer’s Database(s) and all Customer Data contained therein may be deleted, subject to the existing DataStax Data Retention Policy.

4. Account Information and Customer Data

4.1. Data Restrictions. Customer agrees that: (i) DataStax is not acting on Customer’s behalf as a Business Associate or subcontractor; (ii) the Cloud Services should not be used to store, maintain, process or transmit protected health information (“PHI”) or payment cardholder information; (iii) the Cloud Services should not be used in any manner that would require DataStax, the Software, or the Cloud Services to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”) or Payment Card Industry Data Security Standard requirements; (iv) to the extent required under applicable law, Customer will obtain any consents from Customer’s end users that are required for Customer to pass the Customer Data to DataStax in order for DataStax to provide the Cloud Services. In the preceding sentence, the terms “Business Associate,” “subcontractor,” “protected health information” or “PHI” shall have the meanings described in HIPAA.

4.2. Auto-Deletion for Free Tier. For any Free Compute Tier Database, DataStax reserves the right to delete any Database and all Customer Data contained therein if Customer has not accessed the Database or Console for a period of 30 days. Such Customer Data will be subject to the existing DataStax Data Retention Policy.

5. Customer Indemnification. In addition to Section 7.2 of the MSA, Customer shall defend or settle at its sole expense and shall pay all damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer) for third party claims arising out of a breach of Section 2.3 and 4.1 of this Supplement.

6. Notices. Other than where it is stated in this Astra DB Supplement that notice can be given within the Console, all notices must be given as set forth in the MSA. Notices given through the Console will be deemed given upon posting in the Console.

7. Definitions.

“Additional Fees” fees associated with Services or premium levels of Support.

“Capacity Unit” means the DataStax unit of measure for the purpose of Customer’s use of the Cloud Services. Each Capacity Unit is equivalent to three (3) virtual nodes within a Database. DataStax offers Capacity Units at different Compute Tiers.

“Compute Tier” or “Compute Size” means the processing tier selected by Customer for the Capacity Units within a Database. “Console” means the applicable DataStax registration, billing, deployment, configuration, monitoring and reporting platform for the Cloud Services available at astra.datastax.com. For Customers that procure DataStax Astra DB for Google Cloud from the Google Cloud Platform Marketplace, Customer may also have access to the DataStax Astra DB for Google Cloud user portal (the “GCP Console”), which may be subject to additional Google terms and conditions.

“Database” means a Customer-designated Cloud Services cluster consisting of one or more Capacity Unit(s) which communicate with one another. Within a Database, all Capacity Units must be the same Compute Tier.

“DataStax Astra DB” means the Cloud Service offered by DataStax which is based on Apache Cassandra, and provides a database as a managed service.

“High Risk Activities” means with respect to DataStax Astra DB use only: (i) the operation of nuclear facilities, air traffic control or life support systems; (ii) where the use, access or failure of Cloud Services could lead to death, personal injury, or environmental damage; (iii) any activities that would require DataStax to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented or Payment Card Industry Data Security Standard requirements.

“High Risk Data”: means: (i) any protected health information (PHI) under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended and supplements; (ii) payment cardholder information or other information subject to Payment Card Industry (PCI) Data Security Standard requirements; or any data that is subject to the international traffic in arms regulations (ITAR).

“Multi-Region” means an instance is run across multiple geographic regions or datacenters within the same region (each a “Cloud Region”).

“Order Schedule” means the (1) ordering document entered into directly between DataStax and Customer; or (2) ordering document entered into by Customer through a Third-Party Marketplace; or (3) the use of pay-as-you-go Astra DB under this Supplement.

“Parked” with respect to a Database means a Database that has been put in inactive status by Customer or DataStax. While Parked, the Customer Data in a Database will be retained but cannot be accessed by Customer’s application and Customer will not be able to read to or write from the Database.

“Product Term” with respect to DataStax Astra DB use only, the term of use shall be either (1) the time period for which Customer has Astra Cloud Services credits available for use under an Order Schedule or (2) the time period for which Customer uses and pays for the Cloud Services using the pay-as-you-go model.

“Software” with respect to DataStax Astra DB only, means the DataStax software and all related tools made available as part of, or used to provide the Cloud Services.