The Description of Capella Cloud Service Fees and Charges is an addendum (the “Fee Addendum”) to the Capella Master Service Agreement or other agreement between Customer and Couchbase governing Customer’s use of the Cloud Service (the “Agreement”), and applies to Customer’s use of the Cloud Service. Customer’s acceptance of the Agreement or use of the Cloud Service shall be deemed an acceptance of the Fee Addendum. Capitalized terms not defined in the Fee Addendum will have the meanings given to them in the Agreement.

1. Definitions.

1.1. “Credit” means a unit of database processing capability consumed to use the Cloud Service at the applicable service plan or with an applicable functionality.
1.2. “Consumption Rate” means the rate displayed in the Cloud Control Plane at which Couchbase measures Customer’s usage of Credits (prepaid or pay-as-you-go).

2. Fees for Prepaid and On-Demand Credits. In connection with Customer’s use of the Cloud Service, the following Fees and charges shall apply:
2.1. Prepaid Credits.  Except as explicitly stated otherwise in an Order, Fees for prepaid Credits purchased are non-cancelable, non-refundable and payable annually upfront in accordance with the Agreement. Only the Credits designated for the applicable Subscription Term shall be available for use by Customer during such Subscription Term (i.e. prepaid Credits purchased for the following subscription year may not be used earlier  during the current Subscription Term). Except as explicitly stated otherwise in an Order, Credits for Clusters are purchased at different service plan levels and can only be used for Clusters within the same service plan designation (e.g. Developer Pro Credits can only be used to run Developer Pro Clusters). Any unused prepaid Credits purchased shall expire at the end of the applicable Subscription Term and shall be forfeited by Customer with no refund or credit of any kind.
2.2. On-Demand Credits. Where Customer (i) subscribes to use the Cloud Service on a pay-as-you-go basis without purchasing prepaid Credits (in which case the subscription shall start on the start date of the Order), or (ii) continues to use a Cluster (or Clusters) or functionality in the Cloud Service for which Customer’s eligible prepaid Credits have all been depleted or have expired, then Customer will be deemed to be using Credits on a pay-as-you-go basis (“On-Demand Credits”). Fees for On-Demand Credits accrue and are charged automatically upon usage and are payable monthly in arrears and Customer agrees to pay these Fees in accordance with the Agreement. The On-Demand Credit Fees shall be calculated based on (as applicable) (i) Couchbase’s then-current Consumption Rate, (ii) the then-current Fee for each On-Demand Credit, and (iii) Customer’s usage. Fees paid or payable for consumed On-Demand Credits are non-cancelable and non-refundable. Couchbase may increase the Fees payable for each On-Demand Credit by giving impacted customers at least thirty (30) days’ prior notice via any reasonable means, such as email notice, a notice published on the Cloud Control Plane, or notice published on Couchbase’s website at https://cloud.couchbase.com/sign-up or the applicable website used to provide the Cloud Service. Customer agrees to pay the On-Demand Credit Fees in accordance with the Agreement.
2.3. Customer shall also be responsible for any charges from third-party cloud services providers that result from Customer’s use of the Cloud Service, which Customer agrees to pay as Fees in accordance with the Agreement. Such charges may include data transfer fees and fees for additional cloud infrastructure required for certain functionalities of the Cloud Service. If available, Customer may purchase prepaid Credits to apply to such Fees as set forth above.

3. Usage Rate. The Credits shall be consumed, and the On-Demand Credits shall be accrued and billed, respectively, based on Customer’s usage at the then-current Consumption Rate. Couchbase shall monitor and provide Customer daily reporting on Customer’s usage  via the Cloud Control Plane. Couchbase may increase the Consumption Rate by giving impacted customers at least thirty (30) days’ prior notice via any reasonable means, such as email notice, a notice published on the Cloud Control Plane, or notice published on Couchbase’s website at https://cloud.couchbase.com/sign-up or the applicable website used to provide the Cloud Service.

4. Cancellation or Termination of On-Demand Credits. In order to avoid incurring On-Demand Credit charges, upon termination or expiration of all active Orders (including termination under Section 17.3 of the Agreement), SOWs or the Agreement, Customer shall (i) ensure that Customer has downloaded or otherwise backed up its Customer Content; (ii) discontinue the use and delete all Cluster(s) (including any backup Cluster(s)), (iii) delete the Customer account information including all Authorized User accounts associated with Customer in the Cloud Control Plane (if Customer has deployed the Data Plane in a Cloud Environment obtained by Couchbase, Customer shall do so by filing a Support ticket with Couchbase), and (iv) uninstall the Cloud Service in accordance with the termination instructions in the Cloud Control Plane, if applicable. Customer shall remain liable for any Fees and charges incurred prior to the completion of such steps.

5. No Retention. Except as set out in the Agreement, Couchbase reserves the right to delete any Customer account and all Customer Content contained therein (including any backup data) upon any termination of the Agreement or the applicable Order or SOW. With respect to licenses to the Cloud Service for which payment is overdue or if Customer has not accessed the Cloud Service for a period of at least thirty (30) days, Couchbase reserves the right to delete any Customer account and all Customer Content contained therein (including backup data). Couchbase shall have no obligation to store Customer Content after the termination or expiration of the relevant Order, SOW or the Agreement.