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:
- the list of all public or private cloud computing infrastructure instances or any on-premises instances on which the Licensed Software is installed during the Report Period identifying the relevant Named host, Virtual Machines, Docker, Kubernetes Orchestration and/or Clusters and the dates that such Named host, Virtual Machines, Docker, Kubernetes Orchestration and/ or Clusters are utilized; and
- the RAM Capacity for each such Named host, Virtual Machines, Docker, Kubernetes Orchestration or Clusters for each of the 10 Business Days immediately preceding the end of the Report Period (“RAM Measurement Period”). For Named host or Virtual Machines, “RAM Capacity” is the maximum RAM available to the physical, named host or Virtual Machine. For Docker or Kubernetes orchestrated environments, or Clusters, the “RAM Capacity” is defined as the maximum RAM available to the Pods that are made up of one of more Containers. “Containers” are defined as packages of applications and execution environments running the applicable Licensed Software. “Pods” are defined as collections of closely related or tightly coupled Containers.
We will provide you with a script to enable you to generate such Usage Reports (and if you choose not to use such script, then you shall use an equivalent reporting script reasonably acceptable to us). You shall run the script every hour on the hour during RAM Measurement Period, when the relevant environment is running and under similar operating conditions as you use the Licensed Software in the ordinary course.
Calculation of RAM Capacity. We will calculate your RAM Capacity for the purposes of assessing your Usage Metrics by averaging the five (5) highest peaks of RAM Capacity taken across the RAM Measurement 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.
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:
- 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
- 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).