Indirect Purchase Terms

This Exhibit and any ordering document entered into by Customer for the use of DataStax Products (the “Order Schedule”) are governed by the Master Subscription Agreement between Customer and DataStax (“MSA”), and the Astra Supplement for any use of DataStax Astra, which also includes the use of the following Cloud Services: DataStax Astra DB, DataStax Astra Streaming, or CDC for Astra DB. Capitalized terms used but not defined in this Supplement have the meanings given to them in the MSA.

The following sections shall apply if Customer is licensing the Cloud Services through a Third-Party Marketplace. The following terms and conditions terms will supplement and supersede (in the event of conflict) those stated in the MSA or Astra Supplement:

3.3.1. Third-Party Marketplace pay-as-you-go. Customer will be charged based on its metered consumption of the Cloud Services as set out in Section 3.3.1 of the Astra Supplement (the “Metered Fee”). Customer’s account with the applicable 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) and will be processed by the applicable Third-Party Marketplace, subject to Customer’s agreement with such Third-Party Marketplace provider. 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.

3.3.1.1. Consent for Recurring Charges. By using the Cloud Services, Customer acknowledges that Customer’s Third-Party Marketplace 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. 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.

3.3.2. Third-Party Marketplace pre-pay. Customer will pay all fees (the “Order Schedule Fees”) as specified in the Third-Party Marketplace order. In addition, Customer will be billed based on Customer’s metered consumption of the Cloud Services (as further set forth in Section 3.1 of the Astra Supplement) and should the Metered Fee exceed Customer’s available Cloud Services credit as procured via Free Credits or the Third-Party Marketplace Order, Customer will be notified via the main contact email associated with Customer’s Cloud Services account and Customer will have 30 days to enter into a new Order Schedule for the Cloud Services, or DataStax shall charge the relevant Metered Fees via the Third-Party Marketplace. If Customer does not do so, Customer’s Database will be moved to Suspended status. Customer shall remain responsible for all fees incurred during the 30 day period and will either have them deducted from any new Astra Cloud Services credits procured or Customer’s Third-Party Marketplace account will be invoiced and/or charged at the end of the 30 day period.

3.3.2.1. 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 account 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 account and all Customer Data contained therein will be deleted, subject to the existing DataStax Data Retention Policy.

3.3.3. Delinquencies and Termination. In addition to Section 4.3 (Termination for Breach) of the MSA, if Customer uses up all of its Astra Cloud Service credits under an Order Schedule and does not enter into a new Order Schedule or an alternative method of payment within thirty (30) days, 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 account and all Customer Data contained therein will be deleted, subject to the existing DataStax Data Retention Policy.

The following sections shall apply if Customer is licensing the Cloud Services on-line directly through the DataStax Astra website using a pay-as-you-go model (and not through a separate ordering document). The following terms and conditions terms will supplement and supersede (in the event of conflict) those stated in the MSA or Astra Supplement:

3.1.1. Fees. Customer will be charged based on its metered consumption of the Cloud Services as set out in Section 3.3.1 of the Astra Supplement (the “Metered Fee”). 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.

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