Service Terms

Last Updated Date: July 5, 2016

These Service Terms and Statement of Work (“Service Terms”) are part of the Agreement between Customer and DataStax and provide a statement of the work to be provided by DataStax 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 (at www.datastax.com/terms) and any terms in the applicable Order Schedule. These Service Terms govern all Services (excluding Support) provided to Customer by DataStax. “Services” means training, consulting or other services specified in an Order Schedule. “Services” does not include recurring maintenance and support services such as those specified at www.datastax.com/support-policy. Any capitalized terms not otherwise defined in these Service Terms shall have the meaning in the Agreement. All Services, whether a preconfigured statement of work under the section below titled “Service Packages” or another Service are subject to the General Service Terms in sections 3 below.

Table of Contents:

1. Service Packages

DataStax offers the preconfigured “Service Packages” targeted at different phases of adoption of the DataStax platform. If Customer has purchased one of these Service Packages under its Order Schedule, DataStax will deliver those Services as specified below. These Service Packages are conceived as concentrated delivery efforts, and the parties will make commercially reasonable efforts to ensure that all service days are delivered consecutively. Where a Service Package specifies a number of days of Services, each partial day will count as a full day, and each full day must be eight hours or less. If DataStax delivers the Service Package in less than the number of days specified below, then DataStax has no further obligation. Additional services will require a new Order Schedule.

Unless otherwise specified below, travel and related expenses are included in the price of the Service Package; and the Services under each Service Package must be consumed within six months of the Effective Date of the applicable Order Schedule, after which they expire.

1.1 Architecture Accelerator Package. Under the Architecture Accelerator Package, the DataStax Services team works closely with Customer to provide advice regarding application architecture design by assisting with core architecture activities as follows:

  • Hardware Design Review – DataStax will work with Customer’s team to review and develop recommendations regarding the hardware design based upon anticipated performance needs.
  • Network Design Review – DataStax will review Customer’s proposed network design to provide recommendations to decrease any potential latency or other network performance concerns.
  • Security Design Review – DataStax will review the security requirements specified by Customer for the application and provide recommendations regarding corresponding security configuration changes in the DataStax platform.
  • Application Code Review – DataStax will review Customer’s proposed application code to provide recommendations on changes to meet required performance and/or stability needs of the overall system.

This is a prepaid Service Package that includes up to 5 days of Services delivery.

1.2 Basic Accelerator Package. Under the Basic Accelerator Package, DataStax works closely with Customer to jumpstart a deployment of DataStax Enterprise – Basic Edition by assisting with the following activities:

  • Core Concepts Training – DataStax will deliver its “Core Concepts” training course on DataStax Enterprise to provide a baseline of knowledge around the technology.
  • Architecture Design – DataStax will work with Customer to review its proposed application architecture based upon anticipated load volumes and required service levels.
  • Development Environment Setup – DataStax will assist Customer in establishing a development environment that is aligned with how DataStax Enterprise – Basic Edition interacts with Customer’s application.

This is a prepaid Service Package that includes up to 10 days of Services delivery.

1.3 Standard Accelerator Package. Under the Standard Accelerator Package, DataStax works closely with Customer to jumpstart a deployment of DataStax Enterprise – Standard Edition by assisting with the following activities:

  • Core Concepts Training – DataStax will deliver its “Core Concepts” training course on DataStax Enterprise to provide a baseline of knowledge around the technology.
  • Architecture Design – DataStax will work with Customer to review its proposed application architecture based upon anticipated load volumes and required service levels.
  • Development Environment Setup – DataStax will assist Customer in establishing a development environment that is aligned with how DataStax Enterprise – Standard Edition interacts with Customer’s application.

This is a prepaid Service Package that includes up to 10 days of Services delivery.

1.4 Max Accelerator Package. Under the Max Accelerator Package, DataStax works closely with Customer to jumpstart a deployment of DataStax Enterprise – Max Edition by assisting with the following activities:

  • Core Concepts Training – DataStax will deliver its “Core Concepts” training course on DataStax Enterprise to provide a baseline of knowledge around the technology.
  • Architecture Design – DataStax will work with Customer to review its proposed application architecture based upon anticipated load volumes and required service levels.
  • Development Environment Setup – DataStax will assist Customer in establishing a development environment that is aligned with how DataStax Enterprise – Max Edition interacts with Customer’s application.
  • DSE Analytics/DSE Search Enablement – DataStax will perform a training session for the customer focused on either the DSE Analytics or DSE Search functionality.

This is a prepaid Services Package that includes up to 15 days of Services delivery.

1.5 Production Readiness Package. Under the Production Readiness Package, DataStax works closely with Customer to gauge application readiness in advance of moving the application into live production by assisting with the following activities:

  • At Scale Performance Testing – DataStax will assist Customer in evaluating performance under expected at scale loads to observe the ability of the system to sustain increased performance levels.
  • Disaster Mitigation Testing – DataStax will assist Customer with reviewing the disaster mitigation plan based upon outcomes of at-scale performance testing.
  • Load and Overhead Testing – DataStax will try to identify and make recommendations regarding triggers to look for in performance that may require adding additional nodes and/or clusters.
  • Recommendations based upon Testing Outcomes – DataStax will provide advice to Customer as it moves to codify recommendations based upon the various findings of testing outcomes.

This is a prepaid Service Package that includes up to 10 days of Services delivery.

1.6 Project Package. Under the Project Package, DataStax applies its proprietary methodology for deploying DataStax technology into enterprise organizations – from baseline training to production handover – that is tailored to different levels of prior Customer experience with the components of DataStax Enterprise and to Customer’s overall development and operations structure. In consultation with Customer, DataStax will recommend one of the following profiles:

  • New to DataStax Enterprise with combined Dev/Ops function
  • Existing DataStax Enterprise user with combined Dev/Ops function
  • New to DataStax Enterprise with separate Development and Operations functions
  • Existing DataStax Enterprise user with separate Development and Operations functions

Under the Project Package, DataStax will assist with the following activities:

  • Core Concepts Training – DataStax will deliver its “Core Concepts” training course on DataStax Enterprise to provide a baseline of knowledge around the technology.
  • Architecture Design – DataStax Services will work with the customer to review the proposed Application Architecture based upon anticipated load volumes and required service level agreements.  As part of this effort, DataStax will review the proposed provisioning model and infrastructure and provide recommendations for performance optimization.
  • Data Model Review – DataStax Services will assist the customer with the creation of a data model supporting the end Application Use Case and will provide over-the-shoulder training with the customer staff on sample Data Model creation.
  • Application Code Review – DataStax Services will review the customer’s application code with a focus on providing recommendations regarding performance and stability. The Application Code Reviews will be iterative based upon the customer project phases.
  • Production Readiness Testing – The DataStax consultant will assist the customer with At Scale Performance Testing, Disaster Mitigation Testing and Load and Overhead Testing
  • Production Handover – The DataStax consultant will assist the customer in educating and enabling the customer operations team for a handover of the Customer Production system to Operations.  DataStax Services will advise the customer on its operating model and will provide guidance regarding failover, repair, routine administration tasks such as monitoring.  DataStax Services will also provide training on operations performance tuning tasks as part of the engagement.

This is a prepaid Service Package that includes up to 43 days of Services delivery.

1.7 Technical Account Manager (TAM) Package. Under the TAM Package, DataStax assigns a Solution Architect as a technical account manager to help Customer use development and operations best practices to increase the speed and stability of a production application on the DataStax software platform. Under the TAM Package, DataStax will provide the following:

  • Professional Services Single Point of Contact – DataStax will assign a TAM to act as a primary focal point for non-Support technical questions, to facilitate deep-dive sessions with DataStax product experts, and to facilitate other technical discussions throughout the Customer and DataStax regarding the Software and related Customer plans.
  • Align Performance – The TAM will assist with the tuning of system performance and provide recommendations for refinements for end application performance.
  • Quarterly Business Reviews – The TAM will lead a quarterly business review with Customer to align DataStax Enterprise performance and customer plans and needs.
  • Best Practice Reviews – The TAM will provide best practice reviews and recommendations around data modeling, code reviews, architecture expansion and testing to help Customer maximize the operational effectiveness of the DataStax platform.
  • Facilitate Center of Excellence (COE) Progress – The TAM will review the DataStax COE framework and will work with Customer to measure progress toward establishing a complete COE.

This is a prepaid subscription service, provided during the subscription period specified in the applicable Order Schedule. The TAM will be available at least one day per week for onsite work with Customer, and will be available other times as scheduling permits. In addition to the TAM subscription fee identified in the Order Schedule, Customer shall reimburse DataStax for out-of-pocket travel, hotel and meal expenses reasonably incurred by DataStax in providing the TAM Services (and Datastax will follow Customer’s applicable written expense reimbursement policies and guidelines provided to DataStax in advance).

1.8 Center Of Excellence (COE) Package. Under the COE Package, DataStax offers consulting and education services to help Customer establish a DataStax Enterprise COE by providing the following Services:

  • Assign A COE Team – DataStax will assign a COE team with the following skills:
    • Solution Architect – DataStax technologies and best technical practices
    • Technical Project Manager – tools and techniques for successful project execution
    • Enablement Lead – Expert DSE training and best practices in enablement
  • COE Project Charter (two days) – DataStax will help Customer develop its COE project charter
  • Train The Experts (three, five-day weeks) – DataStax will deliver its “Train the Experts” training course to train up to four Customer team members to deliver the content contained in specific DataStax courses.
  • Project Methodology (five days) – DataStax will train Customer in the recommended DataStax COE project methodology.
  • Deliverables – DataStax will provide the following deliverables (“Deliverables”) under the COE Package:
    • Operational Run Book (five days) – DataStax will help Customer craft its own Customer-centric Operational Run Book that can be used to help DSE operators perform day-to-day operations.
    • DSE Architect Guide (five days) – DataStax will help Customer craft a DSE Architect Guide that enables Enterprise Architects to incorporate DataStax Enterprise into daily processes (e.g., criteria for portfolio management, technology fit, architecture review board, project lifecycle stage-gate).
    • DSE Developer Guide (five days) – DataStax will help Customer craft a DSE Developer Guide that provides line of business developers with Customer’s own development-language-specific templates and best practices.
    • Production Readiness Guides And Training (ten days) – DataStax will train Customer’s COE members the DataStax best-practice consulting and hands-on techniques for (1) at-scale performance testing and (2) disaster mitigation testing.

Customer shall evaluate each Deliverable upon receipt and shall notify DataStax of its acceptance or rejection within 5 business days, or if no notice of acceptance or rejection is provided within that period, the Deliverable shall be deemed accepted. If Customer determines that any Deliverable fails to conform to the requirements of the COE Package above, Customer will deliver written notice of any such nonconformity, and DataStax will correct any nonconformities and redeliver the corrected Deliverable to Customer as soon as commercially practicable, but not more than 15 business days after receipt of the notice of any such nonconformity.

2. Education Services

DataStax offers the training courses specified in our course catalog (“Education Services”) subject to these terms in this section titled “Education Services” and the General Service Terms. DataStax makes Education Services available in the following manners:

  • Offsite Public: delivered in-person at a site arranged by DataStax, with attendees managed by DataStax
  • Online Public: delivered online, with attendees managed by DataStax
  • On-site Private: delivered in-person at site arranged by Customer, attendees managed by Customer
  • Online Private: delivered online, with attendees managed by Customer.

Unless otherwise specified below or in the applicable Order Schedule, travel and related expenses of DataStax are included in the price of the Education Services; and the Education Services must be consumed within six months of the Effective Date of the applicable Order Schedule, after which they expire.

2.1 Private Classes. If specified in an Order Schedule, DataStax will deliver a class privately to Customer (i.e., permit Customer to decide who attends). Private classes can be either onsite or online. For onsite private classes, Customer will provide adequate classroom facility (including appropriate security access to building, and primary and secondary contact numbers) and systems (including workstation/laptops, network, servers with requisite operating systems, virtual machine software, internet access, and any other items specified in the applicable course description). Customer shall not permit anyone other than its employees or authorized contractors to attend its onsite or online private classes.

2.2 Public Classes. Customer will be responsible for all transportation, lodging and other travel related arrangements and expenses of its attendees at any public class. To attend a public class, each attendee must first register online. If the class is full, the attendee may ask to be placed on the waitlist. If a seat become available, DataStax will enroll the attendee in the order of the waitlist and notify the attendee of the enrollment. Within three days of receiving notice of enrollment, a previously-waitlisted attendee may cancel enrollment by sending an email to trainingcoordinator@datastax.com. Thereafter the standard cancellation policy will apply.

2.3 Cancellation and Rescheduling. To cancel or reschedule a class (whether private, public, onsite or online), Customer must send an email to trainingcoordinator@datastax.com and pay the following charges:

  • if canceled or rescheduled 10 business days or more prior to class start date:  no charge
  • if canceled or rescheduled 5 – 10 business days of class start date:  50% of class enrollment fees
  • if canceled or rescheduled less than 5 business days prior to class start date:  100% of class enrollment fees

DataStax may cancel or reschedule a class without penalty by notifying Customer (and/or each  Customer attendee registered in the class) via email at least 10 business days prior to the  the class start date. If canceled and not rescheduled, DataStax will refund the applicable prepaid enrollment fees. Customer will have the option to enroll in another class at a future date.

2.4 DataStax Education Courseware. Customer acknowledges that any courseware made available by DataStax, including for example training guides and virtual machines, is intended for use by the person attending the class, and Customer shall not reproduce, record, repurpose, distribute or modify such courseware without the written permission of DataStax.

3. Other Services

Outside of the Service Packages, DataStax may provide other services as specified in an Order Schedule. Unless otherwise specified in the Order Schedule, (1) where a number of days is specified, each partial day will count as a full day, and any single day that lasts more than 10 hours will count as two days; (2) in addition to the to the Services fee identified in an Order Schedule, Customer shall reimburse DataStax for out-of-pocket travel, hotel and meal expenses reasonably incurred during the execution of Services by DataStax (and Datastax will follow Customer’s applicable written expense reimbursement policies and guidelines provided to DataStax in advance); and (3) the right to Services described in any Order Schedule or these Service Terms will expire in accordance with the time period specified therein or one year after the Effective Date of the applicable Order Schedule, whichever is earlier

Customer may reschedule a service delivery appointment up to five days prior to the appointment without additional charge. Customer will be responsible for 50% of the value of any services rescheduled on less than five days notice (for prepaid services, 50% of the value of the services will be forfeit; and, for services invoiced upon delivery, 50% of the services will be considered delivered and will be invoiced).
DataStax provides all consulting services at the daily rate specified in the applicable Order Schedule. If no rate is stated in the Order Schedule, the base rate per day for additional Services shall be the standard then-current rate charged by DataStax. Unless otherwise specified in an Order Schedule, DataStax shall have no obligation to deliver Services during US Thanksgiving weekend, or on other generally-observed holidays in the location of service delivery.

DataStax will provide Train-the-Trainer courses as agreed in an Order Schedule. For each purchase of a Train-the-Trainer course, DataStax shall provide courseware and up to three days of training for up to four Customer trainers. For up to one year after completing a Train-the-Trainer course, Customer may use the courseware to train Customer’s internal resources only. Customer shall not use the courseware or Train-the-Trainer services to train external resources. Customer’s trainers shall not continue training internal resources more than a year after having last completed a Train-the-Trainer course. Each calendar quarter, Customer shall provide DataStax a report identifying all courses that have been taught in the quarter and all Customer resources that have completed each course. Each Customer trainer must complete all modules before delivering internal training. Train-the-Trainer services are available only to Customers with a Subscription to DSE.

4. General Service Terms

4.1 Customer Responsibilities. In connection with the Services, Customer shall: (1) provide DataStax 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 DataStax personnel; (3) perform Customer’s agreed duties and tasks, and such other duties and tasks as may be reasonably required to permit DataStax to perform the Services; and (4) not copy, record, or transcribe any DataStax training materials without written authorization from DataStax.  Customer will also make available to DataStax any data, information and any other materials reasonably required by DataStax to perform the Services, including, but not limited to, any data, information or materials specifically identified in the applicable ordering document (collectively, “Customer Materials”).  Customer will be responsible for ensuring that all such Customer Materials are accurate and complete.  DataStax will comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which DataStax is notified in writing by Customer in advance.

4.2 Materials. As between Customer and DataStax, Customer will exclusively own all rights, title and interest in and to the Customer Materials, including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. DataStax acknowledges and agrees that Customer Materials constitute Customer’s Confidential Information. Subject to Customer’s rights in the Customer Materials, DataStax will exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by DataStax or its personnel in connection with performing the Services (collectively “DataStax Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein.  Customer will have no rights in any DataStax Materials except as expressly set forth in this Agreement. DataStax grants Customer a perpetual, fully-paid up, nonexclusive license to use, for Customer’s internal business purposes, any DataStax 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 DataStax’ 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 DataStax complies with its obligations with respect to Customer’s Confidential Information.

4.3 Disclaimer. Notwithstanding any other provisions, the Services shall not include any application or code development.  Further, while DataStax will make the appropriate recommendations with the information then-available, DataStax cannot make any performance guarantees. DataStax cannot guarantee that all of the recommendations can be completed during the time allotted but will complete as many of the recommendations as time permits.  DataStax will provide a separate proposal for any additional time required to complete the outstanding tasks.

4.4. Non-Solicitation. During the term in which Services are being provided, Customer shall not directly or indirectly recruit, solicit, or assist in the recruiting or soliciting for employment (including as a consultant) any technical or professional employees or contractors of DataStax personally involved in the Services within the preceding six months. This provision shall not prohibit the placement of mass media advertisements, utilization of non-targeted third party recruiting efforts, or conduct of job fairs for the purpose of recruiting employees generally. This provision also shall not prohibit the hiring of any person in the absence of solicitation in violation of this paragraph; provided, however that if Customer hires any employee or contractor described in the first sentence of this paragraph, then Customer shall pay a hiring fee of $100,000 to compensate DataStax for, among other things, the cost of sourcing and training a replacement.