Within this document, the terms “we”, “us”, “our” and “ourselves” refers to the Supplier defined in the Order Form and “you”, “your” and “yourselves” refers to the Customer defined in the Order Form.

1. Usage Reporting Terms

Usage Report. You will provide us with a usage report (“Usage Report”) every six (6) months from the Effective Date in respect of the preceding six month period (“Report Period”) containing the following information:

1. the list of all public or private cloud computing infrastructure instances or any on-premise instances on which the Licensed Software is installed during the Report Period (“Clusters”) and the dates that such Clusters are utilized; and
2. the RAM specification for each Cluster (the aggregate RAM specification across all Clusters being the “RAM Capacity”).

Each Usage Report will be provided to us within 15 days of the end of the Report Period, and you will subsequently provide any other information and technical reports reasonably requested by us to verify the Usage Report (such as third party public cloud infrastructure billing statements and/or tooling developed to assist you in estimating your usage).  An example of a Usage Report is contained in Appendix A.

In addition, we shall provide you with an automated tool (as may be updated from time to time) to measure the above usage information and which can generate a report of such usage (“Automated Report”). Where such Automated Report is not automatically sent to us, you will provide us with a copy of such report upon our request, such request to be made no more frequently than once in any three month period.

2. Usage Review Policy

In the event that the RAM Capacity exceeds the level for which you are licensed in the Order Form, you will, within 30 days of the date of the Usage Report or Automated Report (as applicable, according to which report has revealed the excess usage):

1. remediate to the level of RAM Capacity for which you are licensed in the Order Form, confirm in writing to us that this has been done and ensure that no further instance of over-usage occurs during the remainder of the Subscription Term (which option shall be available no more than once during the Subscription Term); or
2. without obligation to make any purchase or payment for the excessive RAM Capacity up until the end of the Report Period covered by the Usage Report or Automated Report (as applicable), purchase additional levels of RAM Capacity by way of an additional Order Form (that shall be effective from the end of the Report Period and for the remainder of the Subscription Term) using the rates agreed between the Parties (unless specified in the Order Form).

Appendix A – Usage Report Example

Licensee name:
Period covered during report:	from to
Date submitted:

 

RAM Capacity:

Cluster	Customer Cluster Description	Date, time up	Date, time down	RAM Capacity for Cluster Size (RAM)
1##1 – AWS	[Cluster 1] used for X, Y, Z	January 1 09:00	March 30 18:00	150 GiB
1##2 – AWS	[Cluster 2] used for X, Y, Z	January 1 09:00	June 30 18:00	280 GiB
1##3 – AWS	[Cluster 1] used for X, Y, Z	April 1 09:00	June 30 18:00	280 GiB
1##3 – GCP	[Cluster 3] used for X, Y, Z	April 15 09:00	April 15: 16:00	500 GiB