Cloud Usage Pricing and Billing Terms
For Cloudera Data Platform Public Cloud ("CDP Public Cloud")
Last updated: August 16, 2021
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, and (b) in Section 1.3.1(a) for Cloudera DataFlow for the Public Cloud ("CDF-PC") for which Cloudera charges on a per minute 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://worldartcom.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 Hourly Cloud Usage
Cloudera will charge Customer for its use of CDP Public Cloud based: (a) Customer’s hourly 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 Cloudera DataFlow for the Public Cloud ("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 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. No refund or future credit will be provided to Customer for any portion of Prepay Credits that remains unused upon expiration of the applicable Prepay Credit Term.
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.
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, 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. 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." Except as set forth in Section 2.1.6 below, any discounts originally applied to Customer’s fees for the consumed Prepay Credits will also be applied to fees due during the applicable Overage Period. Following the Overage Period, Cloudera’s then-standard Rates will apply, unless otherwise agreed by Cloudera and Customer in writing.
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 http://worldartcom.com/legal/terms-and-conditions/cloudera-online-services-terms.html will apply.
2.1.6 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, with the exception that during and after any Overage Period related to Free Credits, Cloudera's standard Rates will apply, unless otherwise agreed in writing by Cloudera and Customer.
Under Cloudera’s pay-as-you-go or "PayGo" option, Cloudera will invoice customer on a monthly basis in-arrears for applicable fees that apply based on Customer’s Cloud Usage Consumed Credits in the previous billing month. 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.