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Cloud Usage Pricing and Billing Terms

For Cloudera Data Platform Public Cloud ("CDP Public Cloud")

Last updated: March 21, 2024
 

1. USAGE; RATES.  Cloudera charges for use of CDP Public Cloud as set forth in these Cloud Usage Pricing and Billing Terms (the “Cloud Billing Terms”).

1.1 Definitions. As used herein, the following definitions apply. Other terms may be defined in the context of their use within these Cloud Billing Terms. 

“Credits” means Cloudera credits used to pay for Customer’s use of CDP Public Cloud services.

“Cloud Usage” means Customer’s usage of CDP Public Cloud services based on the usage descriptions: (a) in Section 1.2.1(a) for those CDP Public Cloud services for which Cloudera charges on an hourly basis; (b) in Section 1.3.1(a) for Cloudera DataFlow for the Public Cloud (“CDF-PC”), and in Section 1.5 for Cloudera Data Warehouse (“CDW") and Section 1.6 for Cloudera Data Hub, for which Cloudera charges on a per minute basis; and (c) in Section 1.4 for Cloudera DataFlow Function (“DFF”) for which Cloudera charges on a per Billable Invocation basis. 

“Cloud Usage Consumed Credits” means Credits consumed by Customer based on Cloud Usage.

“Rates” means the rates at which Cloudera charges for Cloud Usage as set forth at: http://www.cloudera.com/products/pricing/cdp-public-cloud-service-rates.html.

1.2 Hourly Rates and Calculation of Hourly Charges. The terms of this Section 1.2 apply to those CDP Public Cloud services for which Cloudera charges based on hourly usage.

1.2.1  Cloud Usage. 

Cloudera will charge Customer the applicable amount of Credits for its use of CDP Public Cloud based on: (a) Customer’s  usage of cloud instances (“Instances”) that are managed by Customer through CDP Public Cloud, and (b)  the applicable Rates.  

1.2.2 Hourly Charges.  

Customers are charged for a minimum of one hour for any portion of an hour that each Instance is in active running state, with the following exceptions:

(a)    If an Inactive Span (as defined below) between two Active Spans (as defined below) is less than 30 minutes in duration, then the two Active Spans, as well as the Inactive Span between them, will be aggregated (together the “Aggregated Span”), and Customer will be charged for the Aggregated Span as though it were one continuous Active Span; and

(b)    Any Active Span that is less than 10 minutes in duration with no other Active Spans within 30 minutes of either the start or end of such Active Span will not be recorded as a chargeable event.

As used herein, (i) an “Active Span” is an elapsed period of time during which an Instance is in active running state; and (ii) an “Inactive Span” is an elapsed period of time during which an Instance is not in active running state.

1.3   Per Minute Rates for CDF-PC. The terms of this Section 1.3 apply to CDF-PC for which Cloudera charges on a per minute basis. 

1.3.1  Cloudera will charge Customer the applicable amount of Credits for its use of CDF-PC  based on: (a) the number of CCUs per minute used by Customer’s CDF-PC  NiFi containers that execute Flow Definitions in the Customer Environment in CDP Public Cloud  and (b) the applicable Rates for CDF-PC. As used herein: (i) “CCU” has the meaning set forth in the Cloudera Subscription Products Metrics page, (ii) “Flow Definition” means a set of metadata describing a Customer data flow, and (iii) “Customer Environment” has the meaning set forth in the Cloudera Online Services Terms of Service.

1.3.2  Customer will be charged for a full minute at the start of each minute that Cloudera’s metering tools detect a CDF-PC NiFi container executing a Flow Definition.

1.4  Per Billable Invocation for DFF.  The terms of this Section 1.4 apply to a DFF for which Cloudera charges on a per Billable Invocation basis.  “Billable Invocations” are a combination of function invocations and function duration. Every time an instance of DFF is invoked counts as one Billable Invocation. If a DFF runs for more than one second, each subsequent second (after the initial second) counts as another Billable Invocation.  In addition, if a DFF invocation runs for less than one second, each fractional second will count as one Billable Invocation. Billable Invocations shall be priced based on a volume tiered basis to scale with the number of invocations per function instance. 

1.5 Per Minute Rates for CDW.

1.5.1  Cloudera will charge Customer the applicable amount of Credits for its use of CDW on a per minute basis.

1.5.2  Customer will be charged for a full minute at the start of each minute that Cloudera’s metering tools detect a CDW instance is running. 

1.6 Per Minute Rates for Data Hub.

1.6.1 Cloudera will charge Customer the applicable amount of Credits for its use of Data Hub on a per minute basis.

1.6.2 Customer will be charged for a full minute at the start of each minute that Cloudera’s metering tools detect a Data Hub instance is running.

1.7 Systems of Record; Usage Information.

Cloudera’s systems are the systems of record with regard to recording and reporting Customer’s Cloud Usage.   Customer may view its Cloud Usage information in the “My Account” section of Customer’s MyCloudera portal account (the “MyCloudera Portal”). 

2. BILLING OPTIONS.  Cloudera offers the following options for payment of fees for Credits used toward Cloud Usage:

2.1  Prepay Credits

2.1.1 Under Cloudera’s Prepay Credit option, Customer may purchase, in advance, a certain amount of Credits from which Customer’s Cloud Usage Consumed Credits will be deducted on a monthly basis (“Prepay Credits”). Customer must issue a purchase order to Cloudera for its initial purchase of Prepay Credits.   

2.1.2 Fees for Prepay Credits will be invoiced upfront and in full at the time of Customer’s purchase of such Prepay Credits. Prepay Credits purchased by Customer are valid and may be used for a period of twelve (12) months from the date of Customer’s purchase (the “Prepay Credit Term”), unless otherwise agreed by the parties in writing.  Any Prepay Credits that are not used by Customer during the applicable Prepay Credit Term automatically expire if Customer does not renew its subscription for Prepay Credits.

2.1.3 On a monthly basis, (a) Cloudera will issue monthly usage reports to Customer indicating Customer’s hours of Cloud Usage  during the previous billing month (as calculated in accordance with these Cloud Billing Terms), and (b) Customer’s Prepay Credits will be reduced by the corresponding Cloud Usage Consumed Credits, until: (i) the Prepay Credit Term expires, or (ii)  Customer has used its Prepay Credits in full, whichever is first to occur.  The Cloud Usage cycle is from the 26th-25th when Cloudera’s billing is processed. For illustration purposes, an August bill cycle encompasses Cloud Usage aggregated from July 26 -August 25.  

2.1.4 If Customer’s Prepay Credits are used in full prior to the expiration of the applicable Prepay Credit Term and Customer has not purchased any additional Prepay Credits to be used within such Prepay Credit Term (“Additional Prepay Credits”), then Customer will automatically be deemed to have transitioned to the Pay-As-You-Go billing option described in Section 2.2 below.  In such case, in addition to monthly usage reports, Cloudera will also issue monthly invoices to Customer charging Customer fees for its applicable Cloud Usage Consumed Credits  within such billing month, and Customer agrees to pay such invoices in accordance with the terms of its applicable agreement with Cloudera, regardless of whether a purchase order has been provided by Customer to cover such overages. The period beginning when the Customer has used its Prepay Credits in full and ending on the last day of the Prepay Credit Term is referred to as the “Overage Period.” Cloudera’s then-standard Rates will apply to Customer’s Cloud Usage Consumed Credits during the Overage Period.

2.1.5 For the avoidance of doubt, the terms of Section 2.1.4 apply even in the case that Customer has purchased Prepay Credits through a Cloudera Authorized Partner (such Customer, a “Resale End Customer”).  In such case, Resale End Customer agrees to pay Cloudera directly for any invoices issued by Cloudera pursuant to Section 2.1.4. If Resale End Customer does not have applicable payment terms in place with Cloudera, the terms governing payment of fees and any applicable taxes within the Cloudera Online Services Terms of Service available at https://www.cloudera.com/legal/terms-and-conditions/cloudera-online-services-terms.html will apply.

2.1.6 If (i) all of Customer's Prepay Credits and Additional Prepay Credits (together, the “Aggregate Prepay Credits”) are not used in full prior to the expiration of the applicable Prepay Credit Term; and (ii) prior to the expiration of such applicable Prepay Credit Term, Customer renews its purchase of Prepay Credits for an additional twelve (12) month term that immediately follows such Prepay Credit Term (“Renewal Term”) for a quantity equal to or greater than the quantity of Aggregate Prepay Credits, then Customer will be entitled to roll over its unused Aggregate Prepay Credits, in any quantity up to 25% of the Aggregate Prepay Credits (the “Rollover Credits”), into the Renewal Term for use during the first ninety (90) days of the Renewal Term. Any Rollover Credits that remain unused at the end of such 90-day period will automatically expire, and no refunds or future credit will be provided for such unused Rollover Credits.

2.1.7 If Cloudera has provided Customer with Credits free-of-charge ("Free Credits"), the terms of these Cloud Billing Terms that apply to Pre-Pay Credits will also apply to Free Credits; provided that, the terms of Section 2.1.6 do not apply to Free Credits and no Free Credits will be permitted to roll over into any Renewal Term. For clarity, during and after any Overage Period related to Free Credits, Cloudera's standard Rates will apply.

2.1.8 Solely with respect to Customer’s purchase of a multi-year subscription of Prepay Credits for the use of CDP Public Cloud, if Customer consumes all Prepay Credits purchased for consumption during the first and/or the second annual period of the Subscription Period specified in the Order Form, as applicable, Cloudera agrees Customer may, upon 30 days prior written notification to the applicable Cloudera Account Executive (email to suffice), pull forward the entire quantity of Prepay Credits purchased under that Order Form for the next consecutive annual period, and such pulled forward Prepay Credits will be available for Customer’s consumption for a period of 12 months from the pull forward date specified in Customer’s notification. In the event Customer pulls forward Prepay Credits as described herein, Cloudera will invoice Customer for all unpaid fees for such Prepay Credits, and Customer agrees to remit payment for such invoice(s) in accordance with the payment terms specified in the Agreement.

2.2   Pay-As-You-Go

Under Cloudera’s pay-as-you-go or “PayGo” option, Cloudera will invoice Customer on a monthly basis for applicable fees that apply based on Customer’s Cloud Usage Consumed Credits. Customer agrees to pay for such invoices in accordance with the terms of its applicable agreement with Cloudera. If Customer’s applicable agreement with Cloudera requires that Customer issue a purchase order to Cloudera in order for Cloudera to invoice Customer for applicable fees, then Customer agrees to issue a blanket purchase order that allows Cloudera to invoice Customer applicable fees for Cloud Usage Consumed Credits owed by Customer under this PayGo billing option.

3.  UPDATES TO THESE CLOUD BILLING TERMS.  Cloudera may update these Cloud Billing Terms from time to time, in its sole discretion.  Cloudera will use reasonable efforts to provide advance notice of material updates. Any such updates will be effective as of the date Cloudera announces that they are effective and will be applied to Customer in the billing cycle following such effective date.

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