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This Astra Supplement (“Supplement”) applies to any use of DataStax Astra by Customer after March 4, 2021 unless Customer has an existing paid Astra Database established prior to this date. The Supplement and any ordering document entered into by Customer for the use of DataStax Astra (the “Order Schedule”) are governed by the Master Subscription Agreement between Customer and DataStax (“MSA”). This Supplement, the MSA and any applicable Order Schedule shall be collectively referred to as the DataStax Astra Terms or the Agreement. This Supplement adjusts certain terms of the MSA, solely with respect to DataStax Astra. Capitalized terms used but not defined in this Supplement have the meanings given to them in the MSA.

 

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 Read Request Units and Write Request Units performed as well as the applicable Data Storage consumed and Data Transfers processed.  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. 

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

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 subject the applicable Support Terms.

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 Credits.

2.3. Acceptable Use.  Customer warrants that they shall not, and shall not permit others under its control to: (1) use the Software, Console or Cloud Services in violation of any of the Restrictions in Section 2.2 of the MSA,  (2) use the Cloud Services to store, maintain, process or transmit any High Risk Data, (3) use the Console 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) reconfigure the Software without prior written consent from DataStax, (5) attempt to circumvent any security measures intended to restrict access to any portion of the Cloud Services or Cloud Provider, (6) 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 (7) attempt to use the Cloud Services in a manner intended to improperly avoid Fees.  (“Acceptable Use”)

2.4. Suspension of Services for Security and Maintenance. DataStax reserves the right to temporarily suspend Customer’s access to the Console and/or Cloud Services for any error corrections, modifications or other scheduled maintenance periods, for which DataStax will endeavor to provide Customer with advanced notice in the Console, where it is reasonably possible for DataStax to do so. Notwithstanding the foregoing, if there is an emergency security issue, then DataStax may automatically suspend Customer’s use of the Console 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.

 

3. Payment

3.1. The following sections shall apply if Customer is licensing Astra on-line directly with DataStax Astra or through a Third-Party Marketplace using a pay-as-you-go model (and not through a separate ordering document).

3.1.1. Fees.   Customer will be charged based on its metered consumption of the Cloud Services as set out in Section 1.1 (the “Metered Fee”), and any Additional Fees as agreed between the parties or otherwise in accordance with DataStax’s standard price list. Unless otherwise agreed to by the parties in writing, all Fees are non-refundable, assessed in U.S. dollars and shall be paid without setoff or deduction.   

3.1.2. Consent to Payment Processing. For DataStax Astra Customers who register through the DataStax Console, any Fees will be processed by a third-party payment processing service (at this time Stripe) (“Payment Processor”). Customer consents to the use of such Payment Processor, subject to the applicable third party terms (Stripe terms are available at https://stripe.com/checkout/legal), and to the transfer of Customer’s  bank or credit card information (including bank account or credit card holder’s name, bank account or credit card number, card expiration date, CVV number, and billing address) to such Payment Processor. Any terms governing the processing of Customer payment data are between Customer and such Payment Processor, and Customer should consult the applicable third party terms.  
For DataStax Astra Customers who register through a Third-Party Marketplace , Fees will be processed by such Third-Party Marketplace, subject to Customer’s agreement with such Third-Party Marketplace provider.

3.1.3.  Recurring Charges. Metered Fees for the Cloud Services are invoiced and charged based on Customer’s  actual usage. 

3.1.3.1. DataStax Registered Users. For DataStax Astra Customers who register directly through DataStax’s Astra Console (astra.datastax.com), once any Free Credits have been exhausted DataStax will automatically charge the bank account or credit card on-file in Customer’s account for the Metered Fees associated with Customer’s usage during the prior calendar month (or other applicable period).  These recurring charges are based on the pricing table available in the Console. Customer’s account details within the Console will provide Customer’s current balance.  Recurring charges will be made at least monthly in any month where Metered Fees are incurred, but may be made more often if Customer’s usage or Fees exceed certain thresholds.  

3.1.3.2. Third-Party Marketplace Registered Users. For DataStax Astra Customers who register through a Third-Party Marketplace, Customer’s  account with such Third-Party Marketplace will be charged the Fees associated with Customer’s usage during the prior calendar month (or other applicable period as determined by the Third-Party Marketplace).  These recurring charges are based on the pricing table available on the Third-Party Marketplace. Customer’s  account details within the Console will provide Customer’s current balance.  Recurring charges will be made at least monthly in any month where Fees are incurred. 

3.1.3.3. Consent for Recurring Charges. By using the Cloud Services, Customer acknowledges that Customer’s Account will be subject to one of the above-described recurring charges. If Customer wishes to withdraw Customer’s consent for future recurring charges, please update the account settings in the Console and cease use of the Cloud Services.

3.1.4. Third-Party Marketplace Billing Changes.  If a Third-Party Marketplace registered Customer makes certain changes to Customer’s billing account details, such Third-Party Marketplace may require DataStax to suspend or terminate Customer’s access to the Cloud Services. In such situations, DataStax will contact Customer at Customer’s Third-Party Marketplace registered email address and request that Customer confirm that Customer’s account and Database(s) should remain active. In order to avoid termination of Customer’s Database and loss of Customer Data, Customer must make a timely response to DataStax confirming  that Customer’s Database(s) should remain active.   If Customer does not respond to the DataStax email with a confirmation within 72-hours, Customer’s Database(s) will be temporarily moved to Suspended status. If Customer still does not respond with a confirmation within seven days after the Database is Suspended, Customer’s Database(s) and all Customer Data contained therein will be deleted, subject to the existing DataStax Data Retention Policy.

3.1.5. Account Suspension. If Customer does not provide banking or credit card information, then upon the use of all Free Credits, Customer’s Database shall be moved to Suspended status. Customer’s Database shall remain in Suspended status until (1) Customer enters in its applicable billing information, (2) Customer’s Free Credits are refreshed, or (3) Customer’s Database is terminated pursuant to Section 5.1. 

3.2. The following sections shall apply if Customer is licensing Astra through a separate ordering document executed between DataStax and Customer, through a self-service subscription, or through a pre-pay offer in a Third-Party Marketplace.

3.2.1. 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 as further set forth in Section 1.1 (the “Metered Fee”) and for any Additional Fees, and should the Metered Fee exceed Customer’s available Cloud Services credit as procured via an Order Schedule, Free Credits 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, 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 DataStax Astra 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.

3.2.2. 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 Cloud Services credits in an Order Schedule or Third-Party Marketplace order. If Customer exceeds the available 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. 

3.2.3. 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. Customer’s account details within the Console will provide Customer’s current balance.

3.2.3.1. Third-Party Marketplace Registered Users. For DataStax Astra Customers who register through a Third-Party Marketplace, Customer’s  account with such Third-Party Marketplace will be charged the Metered Fees, Support Fees and Additional Fees associated with Customer’s usage in excess of the available Cloud Services credit during the prior calendar month (or other applicable period as determined by the Third-Party Marketplace).  These recurring charges are based on the pricing table available on the Third-Party Marketplace. Customer’s  account details within the Console will provide Customer’s current balance.  Recurring charges will be made at least monthly in any month where Metered Fees, Support Fees and Additional Fees are incurred. 

3.2.3. Delinquencies.   In addition to Section 4.3 of the MSA, if Customer does not make payment to DataStax by the Due Date, Customer’s Database(s) will be temporarily moved to Suspended status. If Customer still does not respond with a confirmation within seven days after the Database is Suspended, Customer’s Database(s) and all Customer Data contained therein will be deleted, subject to the existing DataStax Data Retention Policy.

3.2.4. Third-Party Marketplace  Billing Changes.  If a Third-Party Marketplace registered Customer makes certain changes to Customer’s billing account details, such Third-Party Marketplace may require DataStax to suspend or terminate Customer’s access to the Cloud Services. In such situations, DataStax will contact Customer at Customer’s Third-Party Marketplace registered email address and request that Customer confirm that Customer’s account and Database(s) should remain active. In order to avoid termination of Customer’s Database and loss of Customer Data, Customer must make a timely response to DataStax confirming  that Customer’s Database(s) should remain active.   If Customer does not respond to the DataStax email with a confirmation within 72-hours, Customer’s Database(s) will be temporarily moved to Suspended status. If Customer still does not respond with a confirmation within seven days after the Database is Suspended,Customer’s Database(s) and all Customer Data contained therein will be deleted, subject to the existing DataStax Data Retention Policy.

3.2.5. Self Service Subscription.  For self-service Customers who commit to a minimum fixed monthly fee (“Committed Monthly Spend”), Customer will be invoiced at the end of the month for the greater of the Metered Fees incurred or the Committed Monthly Spend for a minimum of 12 months unless notice is provided in writing by Customer prior to the start of a calendar month via the Support Portal. Customer acknowledges and agrees that Committed Monthly Spend is a minimum fixed amount, unless the fees for the Metered Fees exceed the Committed Monthly Spend, and that Customer shall be invoiced and charged the greater of the two amounts on a monthly basis as set out in Section 3.2.3. For the avoidance of doubt, the Committed Monthly Spend is considered utilized at the end of the applicable month and does not carry forward to the next calendar month.  

 

4. Account Data 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.  

 

5. Term and Termination

5.1. Termination of Database. If Customer does not have any pre-paid DataStax Astra Cloud Services credits, and Customer’s Database has been inactive for 60 days, DataStax reserves the right to terminate Customer’s Database(s) and delete all Customer Data contained therein, subject to the existing DataStax Retention Policy, upon 30 days written notice to Customer.

6. 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.


7. Notices.  Other than where it is stated in this Astra 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.

 

8. Definitions

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

“Cloud Services” means DataStax Astra, which may be obtained directly, via the  DataStax Astra site (astra.datastax.com) or  through a Third-Party Marketplace.

“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 for Google Cloud from the Google Cloud Platform Marketplace, Customer may also have access to the DataStax Astra for Google Cloud user portal (the “GCP Console”), which may be subject to additional Google terms and conditions.

“Database” means a Customer-designated set of structured tables that store and queue data within the Cloud Services.

“Data Storage” as defined at the DataStax Pricing Page

“Data Transfer” as defined at the DataStax Pricing Page

“Free Credits” means the amount of free credits for the Cloud Services provided by DataStax to Customer, which will expire monthly if not used by Customer. Any Database use with Free Credits shall be considered a No-Fee License under the MSA. DataStax reserves the right to withdraw any Free Credit offers at any time.

"High Risk Activities" means with respect to DataStax Astra 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).

“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 under this Supplement.

“Product Term” with respect to DataStax Astra use only, the term of use shall be either (1) the time period for which Customer has 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.

“Suspended” means a Database will become unresponsive and cease to serve requests.

“Read Request Unit” as defined at the DataStax Pricing Page

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

“Support” means any Cloud Services support provided by DataStax to Customer, including any questions or issues submitted via the Console, phone or email, or DataStax responses to such submissions, as described at https://www.datastax.com/legal/datastax-astra-support-policy, as amended from time to time.

“Write Request Unit” as defined at the DataStax Pricing Page