MCSA0103_StreamSets_Service_Attachment_2_fully_signed.pdf

StreamSets MCSA0103 Service Attachment 2 Page 1 Version date 9.27.22

SERVICE ATTACHMENT FOR SOFTWARE 2

UNDER

MASTER CLOUD SERVICES AGREEMENT #MCSA0103

This Service Attachment for Software 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 and Service Attachment 1 will have the same meanings in this Service Attachment as they do in the Contract and Service Attachment 1. There may be additional definitions contained herein. Some defined terms in this Service Attachment may be defined in the Master Subscription Agreement between the parties (the “MLA”) referenced in Exhibit II of this Service Attachment.

“Control Tools” means Services other than Data Tools. Control Tools include the on-premises version of the StreamSets Control Hub.

“Software” means the specific StreamSets proprietary software product(s), including any related software development kits, identified on the applicable Order. Software shall also include any Documentation and any Maintenance releases of the same Software product provided to Customer under this Contract. For purposes of this Service Attachment, references to the Service or Services means the Software.

2. Services

The Services available under this Service Attachment are described below.

2.1 Overview. StreamSets Services are designed to enable Subscribers to configure, manage and monitor Data Pipelines. Data Tools (for configuring Data Pipelines) and Control Tools (for managing and monitoring Data Pipelines) may be acquired under this Agreement and deployed as Software and not used as a Service. For purposes of this Service Attachment, Control Tools licensed hereunder shall be provisioned as Software. StreamSets may receive Usage Data through operation of the Services but never receives any of Subscribers’ Pipeline Data.

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.

DocuSign Envelope ID: 0288A489-7729-4EBA-BE5E-E9E6918DC102 https://docs.streamsets.com/

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2.4 Provision of Services. The Contractor will make the Services available to the Subscribers for license 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 Services licensed 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 also described in Exhibit III of the Contract.

3. Fees and Payment

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

3.2 Fee Structure and Payments. 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

StreamSets MCSA0103 Service Attachment 2 Page 3 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.

4.3 Subscriber Applications and Code. If a Subscriber, a third party acting on a Subscriber’s behalf, or a user creates applications data or code using the Services, such will be part of the Subscriber Data. The Subscriber authorizes the Contractor to host, copy, transmit, display, and adapt such Subscriber Data solely as necessary for the Contractor to provide the Services in accordance with this Contract. Further, the Subscriber will be entitled to port, use, modify, disclose, license, sell, and host such anywhere.

5. Reserved

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.

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. The specific terms applicable to the Services in this Service Attachment are set forth in Exhibit II, Service-Specific Terms, attached to this Service Attachment and incorporated herein.

7.3 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

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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

4/11/2024

CEO, StreamSets

Girish Pancha

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PRICING ADDENDUM 2

Service Attachment 2 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

Base - Hybrid - Enterprise Edition * $48,000

Base - Hybrid - Enterprise Edition DR * Included

* The cloud portions of the hybrid Services are governed by the terms of Service Attachment 1.

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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: __________________________________

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EXHIBIT II

Service-Specific Terms

The Master Subscription Agreement #MLA0074 (“MLA”) entered into by and between State of Ohio, through the Department of Administrative Services, and Contractor effective on May 14, 2021 is hereby incorporated into this Service Attachment and governs the use of the Services in this Service Attachment, notwithstanding any conflict with the terms of MCSA0103, with the changes noted below.

1. Section 1 of the MLA is revised by deleting the following sentence: “StreamSets may receive Configuration Data or Usage Data through operation of the Products but never receives any of Customer’s Pipeline Data.”

2. A new paragraph 5.1 is added to Section 5 of the MLA as follows:

“5.1. High Risk Activities; Prohibited Data. Customer agrees that it will not use the Products for High Risk Activities. The Products are not intended to meet any legal obligations, and StreamSets has no liability, for High Risk Activities. Furthermore, to the extent Customer uses the Preview Feature, it will not use Prohibited Data with the Products. For purposes of this Contract, “High Risk Activities” means activities where use or failure of the Products could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control. Further, for purposes of this Contract, “Prohibited Data” means any (a) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (b) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (c) social security numbers, driver’s license numbers or other government ID numbers or

(d) any data similar to the above protected under foreign or domestic Laws.”

3. Exhibits 1 (Service Level Agreement) and 3 (Security Policy) of the MLA are deleted in their entirety.

4. Any references to ”Service,” as defined in the MLA, are deleted from the MLA, as cloud services are not available for purchase under this Service Attachment.