MCSA0103_StreamSets_Service_Attachment_1_fully_signed.pdf

StreamSets, Inc. MCSA0103 Service Attachment 1 Page 1 Version date 12.13.21

SERVICE ATTACHMENT FOR SAAS 1

UNDER

MASTER CLOUD SERVICES AGREEMENT #MCSA0103

This Service Attachment for SaaS 1 under Master Cloud Services Agreement #MCSA0103 (the “Service Attachment”) is between StreamSets, Inc. (“Contractor”), having an office at 1875 South Grant Street, Suite 810, San Mateo, California 94402, and the State of Ohio (“State”), through the Department of Administrative Services (“DAS”), having its principal place of business at 30 East Broad Street, 40th Floor, Columbus, Ohio 43215. The State and the Contractor are sometimes referred to jointly as the "Parties" or individually as a “Party.” This Service Attachment is effective as of the date signed by the State and amends that certain Master Cloud Services Agreement #MCSA0103 between the Parties with the same effective date (the “Contract”).

1. Definitions

The defined terms in the Contract will have the same meanings in this Service Attachment as they do in the Contract. There may be additional definitions contained herein.

“Configuration Data” means technical data specific to Subscriber’s configuration of the Service (such as Endpoint identities) or otherwise collected by the Service or submitted by or on behalf of Subscriber to the Service. Configuration Data constitutes Subscriber Data as set forth in the Contract but excludes Pipeline Data and Usage Data.

“Control Tools” means Services other than Data Tools. Control Tools include the StreamSets Control Hub.

“Core” means either:1 AWS vCPU, 1 GCP Core, 1 Azure vCore or 1 Hyperthread on a bare-metal Intel processor.

“Credentials” means user IDs, passwords, accounts, license keys or other Services access mechanisms provided by Contractor.

“Data Pipeline” means a process that transports Pipeline Data between Endpoints.

“Data Tools” means Software (available under Service Attachment 2) which, among other features, configures and runs Data Pipelines and collects Configuration Data. Data Tools include StreamSets Engine.

“Documentation” means the then-current version of technical user documentation provided with the applicable Service.

“Endpoint” means the origin or destination point for Pipeline Data.

“Pipeline Data” means the data streaming through a Data Pipeline.

“Scope of Use” means the quantity of Services (Core, processor, node, Endpoint, et cetera) set forth in the applicable Order.

“Service” means StreamSets’ proprietary cloud service described in this Service Attachment. The Service includes the Software and Documentation but does not include Technical Services defined in Service Attachment 2.

DocuSign Envelope ID: 0288A489-7729-4EBA-BE5E-E9E6918DC102

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"Software” has the definition set forth in Service Attachment 2.

“Subscriber Systems” means computers, servers, hardware or other systems (whether real or virtual) controlled by, or operated for the benefit of, Subscriber.

“Third Party Platform” means any platform, add-on, service or product not provided by Contractor that Subscriber elects to integrate or enable for use with any Service.

“Usage Data” means technical, log, usage and other data related to Subscriber’s general use of a Service, such as the Service version and the number and running duration of active Data Pipelines (but excluding Configuration Data and Pipeline Data).

“User” means any employee or contractor of Subscriber that Subscriber allows to use the Service on its behalf.

2. Services

2.1 Overview. The Services are designed to enable a Subscriber to configure, manage and monitor Data Pipelines. Control Tools (for managing and monitoring Data Pipelines) are provided as a Service under this Service Attachment as specified in the applicable Order. Data Tools (for configuring Data Pipelines) are deployed as Software, and use of Software is governed by those terms set forth in Service Attachment 2, as further set forth in section 7.2 of this Service Attachment.

Data security information:

a. The Services do not host or process Subscriber Data outside the United States.

b. The Services comply with the requirements to process Protected Health Information.

c. The Services comply with the requirements to process Federal Tax Information.

d. The Services comply with the requirements to process Criminal Justice Information

Systems data.

2.2 Standard Service Features. See https://docs.streamsets.com.

2.3 Optional Service Features. None

2.4 Provision of Services. The Contractor will make the Services available to the Subscribers for purchase pursuant to the Contract, including this Service Attachment. The Services will be available to the Subscribers pursuant to the Contract and this Service Attachment during each Order Term. The State agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by the Contractor regarding future functionality or features.

2.5 Support. The Contractor must provide the Contractor’s basic support for the Services to the Subscribers at no additional charge and upgraded support if available and if purchased by a Subscriber. Contractor’s basic support (titled “Silver Support”) is described in Exhibit III of the Contract. Contractor’s upgraded support options are described in Exhibit III of the Contract.

https://docs.streamsets.com/

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3. Fees and Payment

3.1 Pricing. The specific pricing for this Service Attachment is set forth in the Pricing Addendum attached hereto and incorporated herein.

3.2 Fee Structure and Payment. The Subscribers will pay all fees specified in all Orders hereunder, subject to the terms of the Contract. Except as otherwise specified, fees are based on Services purchased as designated in the Scope of Use, and the number of Object subscriptions licensed cannot be decreased during the relevant Order Term. In the event Subscriber exceeds the number of Object subscriptions purchased, any such additional usage shall be at those rates set forth in this Service Attachment. Subscriber’s licenses may, however, be increased during an Order Term pursuant to Section 5.2, Orders and Modification, of the Contract. Object subscription fees are based on annual periods that begin on the subscription start date and each annual anniversary thereof. No Order may specify a Service or provision not identified and/or priced in this Service Attachment, nor may it cover any billable services not listed in this Service Attachment as a Service.

If a Subscriber has not paid the fees specified in an Order by 90 days from the payment due date, the Contractor may suspend a delinquent Subscriber’s access to the unpaid Service(s) until all delinquent amounts are paid, upon written notice to the Subscriber, notwithstanding any prohibition against self-help provided for elsewhere in the Contract. However, Contractor may not suspend Services if the Subscriber is disputing the applicable charges reasonably and in good faith, and is otherwise cooperating diligently to resolve the dispute. Any such dispute shall be resolved within three months (or otherwise as required under Section 1.14 (Conflict Resolution) of the Contract) and, if not so resolved, Contractor may avail itself of its termination rights under the Contract. For the avoidance of doubt, Subscriber shall remain obligated to pay those Service(s) fee amounts that are not the subject of such a dispute.

3.3 Invoicing. Fees will be invoiced annually in advance and otherwise in accordance with the Contract. Fees are due in accordance with the terms of the Contract and this Service Attachment, which no Order may alter. Each Subscriber is responsible for providing complete and accurate billing and contact information to the Contractor and notifying the Contractor of any changes to such information.

4. Proprietary Rights

4.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, the Contractor reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to the State or Subscribers hereunder other than as expressly set forth herein or elsewhere in the Contract. Contractor may generate and use Usage Data to operate, improve, analyze and support the Services and for other lawful business purposes.

4.2 Restrictions. Subscribers will comply with the requirements set forth in Section 2.7 ( State and Subscriber Responsibilities) of the Contract.

5. Service Levels Agreement

5.1 Target Availability. Contractor will use commercially reasonable efforts to make the Service available with an uptime of 99.9% of each calendar month (“Target Availability“).

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5.2 Exclusions. The calculation of uptime will not include unavailability to the extent due to:

(a) use of the Service by a Subscriber in a manner not authorized in this Contract or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Contractor’s reasonable control; (c) Subscribers’ equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; (e) Contractor’s Scheduled Maintenance or Emergency Maintenance defined below; or (f) any unavailability for a continuous period of less than ten (10) minutes. “Scheduled Maintenance” means Contractor’s scheduled routine maintenance which occurs (i) between 1:00 a.m. and 3:00 a.m. Eastern Time on Thursdays for which Contractor notifies Subscribers at least two (2) days in advance; and (ii) between 12:30 a.m. and 3:30 a.m. Eastern Time on Saturdays for which Contractor notifies Subscribers at least five (5) days in advance. Scheduled Maintenance will not exceed ten (10) hours per month. “Emergency Maintenance” means emergency maintenance during Contractor’s scheduled maintenance windows between 1:00 a.m. and 3:00 a.m. Eastern Time on Thursdays, or 12:30 a.m. and 2:30 a.m. Eastern Time on Saturdays. Contractor will use commercially reasonable efforts to notify Subscribers of Emergency Maintenance at least two (2) days in advance, unless the severity of the issue necessitates a shorter notice period.

5.3 Service Credits. If there is a verified failure of the Service, as opposed to an error contained within Subscriber Systems (including, without limitation, Subscriber user error), established by documentation (including server logs) demonstrating the failure of the Service to meet the Target Availability in a particular month, and a Subscriber makes a request for Service Credits within thirty (30) days after the end of such month, the Subscriber will be entitled to a credit based on the monthly fees due for the affected Service in such month (“Service Credit”).

The Service Credits will be calculated as follows:

Uptime Service Credit (% of monthly fees)

99.00% — 99.89% 5%

98.00% — 98.99% 10%

96.00% — 97.99% 15%

96.00% 20%

5.4 Application of Service Credits. Contractor will apply each Service Credit to the Subscriber’s next invoice, provided that Subscriber’s account is fully paid up, without any outstanding payment issues or disputes. A Subscriber will not receive any refunds for any unused Service Credits. If there is no forthcoming invoice for a Subscriber in which to apply a Service Credit, Contractor will provide a refund to the Subscriber in the amount of the Service Credit. For the avoidance of doubt, no Service Credit in any month will exceed 20% of the monthly fees due.

5.5 Exclusive Remedies. Service Credits constitute liquidated damages and are not a penalty. Service Credits are a Subscriber’s sole and exclusive remedy, and Contractor’s sole and exclusive liability, for Contractor’s failure to meet the Target Availability.

6. Term and Modification

6.1 Term of Service Attachment. This Service Attachment is effective on the date of State signature below and remains in effect for the term of the Contract unless earlier terminated pursuant to the Contract.

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6.2 Term of Services. Services purchased under this Service Attachment commence on the start date specified in the applicable Order and continue for the term specified therein, subject to relevant provisions in the Contract, such as the Contract’s termination and non-appropriation provisions. Should a Subscriber elect to renew a Services subscription, provided this Contract and Service Attachment remain in effect, the renewal will be at the Subscriber’s option under the same terms and conditions and at the prices set forth in the Contract.

6.3 Modification. If a change in law, rules, or regulations requires a modification of the renewal price or any terms and conditions in this Service Attachment, the Parties will in good faith negotiate the modifications necessitated by such a change, and any modifications will only be effective upon a written agreement signed by the Parties.

7. Miscellaneous

7.1 Affirmation and Disclosure Form. Contractor must complete an Affirmation and Disclosure Form for this Service Attachment (the form of which is attached as Exhibit I) affirming the Contractor understands and will meet the requirements of Section 9.13 of the Contract. During the performance of the Services under this Service Attachment, if the Contractor changes the location(s) disclosed on an Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

7.2 Service-Specific Terms.

7.2.1 On-premise software: The Services set forth in this Service Attachment may require elements of on-premises Software to operate. The terms governing the use of the on-premises Software are available under Service Attachment 2 of the Contract and shall apply to the extent any Order includes on-premises Software as described therein.

7.2.2 Use of Service(s). During the term of Services, Subscribers may access and use the Services only for State purposes in accordance with the Documentation, the Contract, and the Scope of Use. Only Users may access or use Services.

Each User must keep Credentials confidential and not share them with anyone else.

Subscribers are responsible for (i) their Users’ compliance with the Contract and actions taken through their Credentials; and (ii) disabling access to the Service by any User who is no longer an employee of Subscriber.

7.2.3 Subscriber Data

7.2.3.1 Configuration of Data Pipelines. Subscribers may configure and run Data Pipelines. Endpoints may be (i) internal to Subscriber; or (ii) services or data sources provided by third parties. Subscribers must have their own accounts for third-party Endpoints and are solely responsible for complying with any terms of service, privacy policies, or other agreements governing third-party Endpoints. Contractor is not responsible or liable for any Endpoints or the availability of integrations with any third-party Endpoints (which may change from time to time).

7.2.3.2 Access to Pipeline Data. Subscribers acknowledge that Data Tools are deployed only within Subscriber Systems and, except with respect to the Preview Feature described below, no Pipeline Data is transmitted, stored, or processed by the Service. However, StreamSets, Inc. MCSA0103 Service Attachment 1 Page 6

Contractor must address any known security vulnerabilities and provide the State and Subscribers with patches to ensure Pipeline Data is not compromised. Contractor has no other responsibility or liability for Pipeline Data, including for security.

7.2.3.3 Preview Feature. Subscriber may enable an optional feature of the Service that allows Users to remotely view a snapshot of Pipeline Data (“Preview Feature”). Use of the Preview Feature causes the Service to have transitory access to Pipeline Data and during such process, Pipeline Data will be deemed to be Configuration Data for purposes of this Contract.

7.2.4 Scope of Use Audit. Contractor shall have limited audit rights exclusively for the assessment as to whether the Subscriber exceeded the licenses purchased under the applicable Order. Any such audit (i) may only be performed once in any rolling 12 month period, unless Contractor has reasonable grounds to believe Subscriber exceeded the Scope of Use; (ii) be reasonable in its administration, and (iii) conducted at Contractor’s sole expense.

IN WITNESS WHEREOF, the Parties have executed this Service Attachment as of the dates written below.

STREAMSETS, INC. STATE OF OHIO, DEPARTMENT

OF ADMINISTRATIVE SERVICES

Signature Signature

Printed Name Printed Name

Title Title

Date Effective Date

CEO, StreamSets

4/11/2024

Girish Pancha

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PRICING ADDENDUM 1

Service Attachment 1 Pricing February 2024

Service(s) Offering Annual Price

Data Collector (per Core) $6,716

StreamSets Transformer - SparkNodes $5,250

StreamSets Transformer Non-Production Passive/Active $2,625

Gold Level Support contacts:(includes 8 registered Support Contacts)

Included

Data Collector ( per Core) DR $1,875

StreamSets Transformer - SparkNodes DR $1,312

StreamSets Data Ops Platform $48,000

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EXHIBIT I

Affirmation and Disclosure Form

Contractor affirms that Contractor has read and understands the applicable Executive Orders regarding the prohibitions of performance of offshore services, locating State data offshore in any way, or purchasing from Russian institutions or companies.

The Contractor shall provide all the name(s) and location(s) where services under this Contract will be performed and where data is located in the spaces provided below or by attachment.

Failure to provide this information may result in no award. If the Contractor will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

1. Principal location of business of Contractor:

(Address) (City, State, Zip)

Name/Principal location of business of subcontractor(s):

(Name) (Address, City, State, Zip)

2. Location where services will be performed by Contractor:

Name/Location where services will be performed by subcontractor(s):

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3. Location where state data will be located, by Contractor:

Name/Location(s) where state data will be located by subcontractor(s):

Contractor also affirms, understands and agrees that Contractor and its subcontractors are under a duty to disclose to the State any change or shift in location of services performed by Contractor or its subcontractors before, during and after execution of any contract with the State. Contractor agrees it shall so notify the State immediately of any such change or shift in location of its services.

The State has the right to immediately terminate the contract, unless a duly signed waiver from the State has been attained to perform the services outside the United States.

On behalf of the Contractor, I acknowledge that I am duly authorized to execute this Affirmation and Disclosure Form and have read and understand that this form is a part of any Contract that Contractor may enter into with the State and is incorporated therein.

By: __________________________________ Contractor

Print Name: ___________________________

Title: __________________________________

Date: __________________________________