kdb Insights Usage Terms

KX Confidential

Version Number: 1.0
Date Last Revised: 26 November 2021

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.

Save where provided otherwise in these kdb Insights Usage Terms or the other documents comprising the Agreement, capitalised terms used herein shall have the meaning given in the General Terms.

These kdb Insights Usage Terms apply only to those components of kdb Insights which are identified as Licensed Software in the Order Form.

1. Usage Reporting Terms

Usage Report for kdb Insights. 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:

(i) the list of all public or private cloud computing infrastructure instances or any on-premise instances on which the kdb Insights Software is installed during the Report Period (“Nodes”) and the dates that such Nodes are utilized;

(ii) the RAM specification for each Node (“RAM Capacity”);

(iii) the aggregate Data Ingest (defined below) across all Nodes per month;

(iv) the kdb Insights Microservices used during the Report Period (“Microservices utilised”)

For the purposes of the Agreement and the Usage Report, “Data Ingest” shall mean the volume, in Gigabytes (GiB), of uncompressed data which is ingested and persisted to kdb Insights.

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 thirdparty 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.

2. KX Calculations

Upon receipt of the Usage Report, we will calculate the Average RAM Capacity and the Average Data Ingest over the Report Period as follows:

  • Average RAM Capacity (aggregated across all Nodes) shall be calculated by taking an average of the ten peak daily rates of RAM Capacity during the Report Period; and
  • Average Data Ingest shall be calculated by taking an average of the total Data Ingest in each of the last three months of the Report Period.

3. Future Reporting

The parties hereby agree that we may in the future introduce automatic usage logging which will automatically record the information required to be included in the Usage Report and either automatically send those reports to us or prepare them to be sent to us by you. We will provide you with six weeks’ notice of the availability of this automated reporting mechanism and you will promptly download such updates to kdb Insights as directed by us in order to implement and permit use of such reporting mechanism. Notwithstanding any automated usage logging, you will continue to provide the Usage Report unless we agree otherwise.

4. kdb Insights Usage Review Policy

The following shall apply if you exceed the Average RAM Capacity and/or Data Ingest levels specified in the Order Form.

a) Average RAM Capacity

In the event that the Average 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:

(i) 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

(ii) 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, 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).

When you purchase additional RAM Capacity, you will receive extra capacity for Data Ingest at a ratio of 5:1, which shall be added to your then-current Data Ingest levels to give a “Updated Data Ingest”. By way of example, if the Order Form provides for a Data Ingest level of 2000GiB per month and you subsequently purchase an additional 400 GiB of licensed RAM Capacity, the monthly Data Ingest amount will increase on a 5:1 basis (ie. 5 x 400GiB = 2,000 GiB, so your Updated Data Ingest level will be 4,000 GiB).

b) Data Ingest

In the event that the average Data Ingest exceeds the level for which you are licensed in the Order Form (or, if you have already purchased additional RAM Capacity, the Updated Data Ingest), you will, within 30 days of the date of the Usage Report:

(i) remediate the Data Ingest to the limit of the licensed Data Ingest detailed in the Order Form and 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

(ii) without obligation to make any purchase or payment for excessive Data Ingest up until the end of the Report Period covered by the Usage Report, purchase additional volume of Data Ingest 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).

c) Microservices

In the event that you have used additional Microservices which are not specified in the Order Form you will either:

(i) If you wish to continue to use those Microservices, you will enter into an additional Order Form to subscribe for those Microservices from the end of the Report Period covered by the Usage Report for the remaining Subscription Term at rates to be agreed between us; or

(ii) If you do not wish to continue to use those Microservices, immediately cease to use them.

Appendix A – Usage Report Example

 

Licensee name: ________________
Period covered during report: from ____________ to ____________
Date submitted: ________________
RAM Capacity:

 

Node Customer Node Description Date, time up Date, time down RAM Capacity for Node Size (RAM) Microservices used
1##1 – AWS [Primary node 1] used for X, Y, Z January 1 09:00 March 30 18:00 150 GiB
  • Object Storage
  • Stream Processor
1##2 – AWS [Primary node 2]

used for X, Y, Z

January 1 09:00 June 30 18:00 280 GiB
  • Storage Manager
  • Service Discovery
  • Data Access
  • Service Gateway
  • Stream Processor
1##3 – AWS [Primary node 1]

used for X, Y, Z

April 1 09:00 June 30 18:00 280 GiB
1##3 – GCP [Test Node]

used for X, Y, Z

Apri 15 09:00 April 15: 16:00 500 GiB

 

For illustration the Average RAM Capacity (10 peak daily rates of RAM Capacity) would occur as follows:

 

Peak 1: April 15: 1060 GiB RAM

 

Peaks 2- 10: Any 9 days between April 1 and June 30: 560 GiB RAM

 

Average RAM Capacity: 610 GiB RAM

 

Data Ingest:

 

Month Monthly Data Ingest Calculation Detail Description
January 1,400 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…]
February 1,400 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…]
March 1,400 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…]
April 2,000 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…] (1,400 GiB)
  • [Market data capture Derivatives [x] indices…] (600 GiB)
May 2,000 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…] (1,400 GiB)
  • [Market data capture Derivatives [x] indices…] (600 GiB)
June 2,000 GiB 30 days at [ ] per day
  • [Market data capture Equities [x] indices…] (1,400 GiB)
  • [Market data capture Derivatives [x] indices…] (600 GiB)

 

In the above example, Average Data Ingest as at 30 June is 2,000 GiB (being the average of the last 3 months).