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.Core Definition

For the purposes of these Software Usage Terms, ‘Core’ is a CPU’s processing unit as further defined here: https://code.kx.com/insights/licensing/index.html. Cores for which you are licensed (“Licensed Cores”) means the Cores on which you are permitted to install and run the Licensed Software. A processor may contain multiple Cores. In the event you elect to run the Licensed Software on a virtualized platform, each virtual Core will count as a Licensed Core. For example, if you run the Licensed Software on four virtual Cores created from one physical Core, you will pay us the license fee due for four Licensed Cores.

2.Usage Reporting

You will provide us with a usage report (“Usage Report”) every six months from the Effective Date in respect of the preceding six-month period (“Report Period”) identifying the Customer Computers by device type (cloud or physical hardware) and machine ID (or other unique device identifier) on which the Licensed Software has been installed and has run at any time during the Report Period.

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.

Where you have purchased Managed Services, you will grant us such access as is necessary to allow us to generate the Usage Reports and information set out above.

3.Excess Usage

Where the Usage Report identifies you have exceeded the number of Cores for which you are licensed, you will be charged for such additional Core(s) with effect from the time the Licensed Software was installed and running on such additional Core(s) to the end of the Initial Subscription Term or Renewal Subscription Term (as applicable) using the rates specified in the Order Form (and if no rate is stated, then a new Order Form shall be required). If you cannot show, via the Usage Reporting set out above, the date on which the Licensed Software was installed and running on any excess Cores, then you shall pay for such excess Cores with effect from the start of the relevant Report Period.