Astra Supplement

This Astra Supplement (“Supplement”) applies to any use of DataStax Astra, which includes DataStax Astra DB, DataStax Astra Streaming, or CDC for Astra DB. 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. Requirements. DataStax will provide Cloud Services in accordance with the specifications set forth in the Documentation. Customer will provide all accurate and complete information as required in the Console or API.

1.2. Modifications; Discontinuation of Service. Customer agrees and understands that DataStax may make modifications to the  Cloud Services or components of the Cloud Services; provided, however, that DataStax shall use commercially reasonable efforts to notify the Customer in advance of such modification. If DataStax is required to make a material modification, including discontinuation, that materially reduces the functionality of the Cloud Services during the term of an Order Schedule, then the Parties will negotiate in good faith to resolve the issues and agree on a path forward. If the foregoing is not possible, Customer may terminate such Order Schedule, and DataStax shall refund Customer any unused, prepaid amounts.

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

1.4.   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.

1.5. Third-Party Integrations. At times, DataStax may make integrations available within the Cloud Services to other third-party services. Customer’s use of any Third-Party Integration is at Customer’s sole discretion and risk and is subject to that third party’s terms and conditions. DataStax is not responsible for any interaction between Customer and the Third-Party Integration. The use of Third-Party Integrations may be subject to additional charges as provided on the Astra Pricing Page. All Third-Party Integrations are excluded from the Service Level Agreement and Support.

1.6. Multi-Region. If Customer elects within the Console or API to procure Multi-Region Cloud Services for DataStax Cloud Services, the following shall apply: (1) without limiting DataStax’s obligations under the Product Processing Policy, Customer acknowledges that Customer Personal Data may be transferred or stored outside the EEA, U.K. if Customer selects Cloud Regions outside those areas, (2) unless otherwise set forth in an Order Schedule Customer will be billed according to the then-current applicable list price as set forth at the Astra Pricing Page.

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 (i) any Astra Cloud Services credits provided at no charge under an Order Schedule; (ii) Free Credits; or (iii) any delay or failure caused by Customer’s incorrect implementation of the BYOK product.

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 2.2 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 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. BYOK Feature. Should Customer elect to use the DataStax BYOK feature, Customer acknowledges and agrees that DataStax is not responsible for and shall not be liable to Customer for any faulty or incorrect implementation of BYOK. Customer further  acknowledges and agrees that the BYOK is dependent upon the applicable cloud service provider for security purposes, and DataStax assumes no liability whatsoever for any breach of security related to the cloud provider or Customer that is not directly caused by DataStax.

3. Payment

3.1. Fees. Charges for the Cloud Services are incurred on a consumption basis and will be billed according to the then-current applicable list price for the applicable Cloud Services utilized as set forth on the Astra Pricing Page. DataStax will collect fees for the Cloud Services pursuant to the “Recurring Charges” section in 3.1.3 below and/or the “Order Schedule Charges” section in 3.1.4 below. DataStax Astra charges are based on the features or functionality as set forth at the Astra Pricing Page or on the DataStax website for the applicable Cloud Service. 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. Unless otherwise agreed to by the parties in writing or except as provided otherwise in the Agreement, 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. Fees and metering will be processed by a third-party payment processing service (“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.

3.1.3. Recurring Charges. Metered fees for the consumption of Cloud Services are invoiced and charged based on Customer’s actual usage (“Metered Fees”). 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) (the “Recurring Charges”). In order to change the method of payment for the Recurring Charges, Customer must first authorize a final charge to the existing payment method for any used but unpaid Metered Fees. 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. By using the Cloud Services, Customer acknowledges that Customer’s Account will be subject to 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. Order Schedule Charges. If applicable, Customer will pay all fees as specified in an Order Schedule and any applicable Taxes in advance for the Cloud Services. In addition, Customer’s Metered Fees will be calculated and metered on a monthly basis and Customer will receive a summary within the Console. If  the Metered Fee exceeds Customer’s available Cloud Services credit as procured via an Order Schedule or Free Credits, 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.

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

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 or Suspended for 60 days, DataStax reserves the right to terminate Customer’s Database(s) and delete all Customer Data contained therein after 90 days, 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

“API” is the Application Programming Interface (API) used by developers or DevOps teams to automate provisioning and management of their Astra Cloud Services

“Astra Cloud Services credit” means any upfront credits provided to a Customer either as part of the Free Credits or as part of an Order Schedule. These Astra Cloud Services credits include any Astra DB services credits.

“Astra Pricing Page” means the applicable DataStax pricing pages for DataStax Astra products found here:

For Astra DB https://www.datastax.com/products/datastax-astra/pricing

For Streaming: https://www.datastax.com/products/astra-streaming

For CDC: https://www.datastax.com/products/datastax-astra/cdc-for-astra-db

“BYOK” means the Bring Your Own Key feature, allowing a Customer to manage the encryption and in extension the key that controls encryption/decryption of Customer data in a given database Cluster.

“CDC for Astra DB (Change Data Capture)” means a feature in DataStax Astra that provides the ability to capture changes in instances of DataStax Astra DB and publish them to a message topic in DataStax Astra Streaming.

“Console” means the applicable DataStax registration, billing, deployment, configuration, monitoring and reporting platform for the Cloud Services available at astra.datastax.com. This may also be known as the “Astra Portal”. 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.

“DataStax Astra” refers to DataStax’s Astra products including DataStax Astra DB, DataStax Astra Streaming), or CDC for Astra DB, which may be obtained directly, via the  DataStax Astra site (astra.datastax.com) or  through a Third-Party Marketplace..

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

“DataStax Astra Streaming” means the Cloud Service offered by DataStax which provides messaging, event streaming and event stream processing capabilities.

“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).

“Multi-Region” as defined at the Astra Pricing Page.

“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 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.

“Suspended” means a Product becoming unresponsive and ceasing to serve requests.

“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.

“Third-Party Integrations” include any piece of software or cloud service not directly created and offered by DataStax.