Dremio Software Consumption Model Appendix
With respect to Customer’s purchase and/or use of Dremio Software under the consumption-based model, the following additional terms shall govern Customer’s access to and use of Dremio’s managed lakehouse platform Software. In the event a term relating to Dremio’s Software within the Agreement conflicts with a term within this Software Consumption Model Appendix (“Software Appendix”), the terms of this Software Appendix shall prevail and govern.
ADDITIONAL DEFINITIONS
“Cloud Service Provider” means a cloud service provider on whose platform Dremio directly provides Dremio Software, as specified in the Documentation.
“DCU Credit” means a credit for usage of Dremio Software equal to the Fees paid by Customer.
“Dremio Consumption Units” or “DCUs” means the measure in units of processing capability per hour (or the most granular counting unit available).
“Platform and Support Fees” means the recurring annual costs for monitoring, maintenance and operation of the Software infrastructure and Customer Support Services set forth within an Order Form.
- USE OF DREMIO SOFTWARE
- Subject to the terms and conditions of this Agreement, Dremio hereby grants to Customer and its Affiliates, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ to: (a) use and display the Software for the number of DCUs specified in the Order Form, in accordance with the Documentation; and (b) copy the Software and Documentation as reasonably necessary to support the number of DCUs. Notwithstanding anything to the contrary, Customer agrees that Dremio and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of DCUs.
- Dremio may, in its sole discretion, offer preview, alpha, beta, experimental, pre-release or similarly named features or services, prior to their general commercial release (collectively, “Previews”). All Previews shall be subject to the Beta Terms of Service available at https://www.dremio.com/legal/beta-terms-of-service/.
- Customer acknowledges and agrees that it will abide by the Dremio Software Consumption Model Shared Responsibility Model available at https://docs.dremio.com/.
- Subject to the terms and conditions of this Agreement, Dremio hereby grants to Customer and its Affiliates, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ to: (a) use and display the Software for the number of DCUs specified in the Order Form, in accordance with the Documentation; and (b) copy the Software and Documentation as reasonably necessary to support the number of DCUs. Notwithstanding anything to the contrary, Customer agrees that Dremio and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of DCUs.
- CONSIDERATION AND ADDITIONAL DCUs
- Unless otherwise set forth in the applicable Order Form, (a) all Fees (including Platform and Support Fees) owed to Dremio will be paid in US Dollars; (b) Fees (including Platform and Support Fees) will be invoiced in full upon execution of the applicable Order Form, and will be due and payable within 30 days after the applicable invoice date unless otherwise set forth in the Order Form; and (c) all excess consumption prior to Customer’s purchase of additional DCU Credit or Pay-As-You-Go consumption will be billed at the on-demand price set forth on https://www.dremio.com/pricing or the applicable on-demand price schedule of the respective Cloud Service Provider’s marketplace, in arrears as determined by Dremio (or the respective Cloud Service Provider), though not more than monthly. Consumption of the DCU Credit will be measured in DCUs. The total DCU consumption by Customer is the sum of the DCU consumption of all instances. Unless otherwise set forth in the Order Form: (i) any expansion DCU Credit purchased shall be co-termed with the remainder of the Subscription Term in which they are added; and (ii) any unused annual DCU Credit paid for under the Order will expire at the end of each respective annual period of the Subscription Term period outlined in the Order Form. Dremio and the Cloud Service Provider, if any, may track Customer’s usage of Dremio Software and consumption of DCU Credit. All Fees are nonrefundable, except as otherwise provided in the Agreement, this Dremio Software Appendix, or the applicable Order Form.
- Dremio reserves the right to change the Fees or applicable charges and to institute new charges and Fees, upon ninety (90) days prior notice to Customer (which may be sent by email) or in accordance with the applicable marketplace rules of the Cloud Service Provider, if applicable.
- If Customer does not timely pay an invoice for Fees, Dremio reserves the right to charge Customer Platform and Support Fees at the then-current list price and the Pay-As-You-Go price for the DCUs consumed by Customer until such time Customer pays the invoice in full. Further, in addition to any other rights granted to Dremio under this Agreement, Dremio reserves the right to suspend or terminate this Agreement, any related Orders, and Customer’s access to the Dremio Software, with prior written notice to Customer, if Customer does not provide payment on time and such failure remains uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection. Customer will continue to be charged for Fees during any period of suspension due to Customer’s delinquency.
- Unless otherwise set forth in the applicable Order Form, (a) all Fees (including Platform and Support Fees) owed to Dremio will be paid in US Dollars; (b) Fees (including Platform and Support Fees) will be invoiced in full upon execution of the applicable Order Form, and will be due and payable within 30 days after the applicable invoice date unless otherwise set forth in the Order Form; and (c) all excess consumption prior to Customer’s purchase of additional DCU Credit or Pay-As-You-Go consumption will be billed at the on-demand price set forth on https://www.dremio.com/pricing or the applicable on-demand price schedule of the respective Cloud Service Provider’s marketplace, in arrears as determined by Dremio (or the respective Cloud Service Provider), though not more than monthly. Consumption of the DCU Credit will be measured in DCUs. The total DCU consumption by Customer is the sum of the DCU consumption of all instances. Unless otherwise set forth in the Order Form: (i) any expansion DCU Credit purchased shall be co-termed with the remainder of the Subscription Term in which they are added; and (ii) any unused annual DCU Credit paid for under the Order will expire at the end of each respective annual period of the Subscription Term period outlined in the Order Form. Dremio and the Cloud Service Provider, if any, may track Customer’s usage of Dremio Software and consumption of DCU Credit. All Fees are nonrefundable, except as otherwise provided in the Agreement, this Dremio Software Appendix, or the applicable Order Form.
- III.RESPONSIBILITIES
- Customer acknowledges and agrees that Customer is responsible for: (i) protecting the security of all Customer credentials used to access the Software; (ii) securing the Customer environment and any Customer-controlled System (with such steps to include, without limitation, industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer environment or other Customer-controlled Systems and (iv) managing and paying the charges associated with Customer’s usage of the Customer environment (e.g., compute, storage, hardware and network fees); and Customer expressly assumes the risks associated with the foregoing responsibilities set forth in this paragraph.
- Dremio acknowledges and agrees that, except to the extent caused by the action or intentional or negligent inaction of Customer or its Authorized Users, including, without limitation, any customizations or configurations of Dremio Software by Customer or anything specified to be Customer’s responsibility above, Dremio is responsible for providing support services as outlined in Section VI(B).
- Customer will be responsible for obtaining and maintaining all Systems and any other equipment and ancillary services needed to connect to, access or otherwise use the Software. Dremio will not be liable for any Systems and/or ancillary services needed to connect to, access or otherwise use the Software.
- Customer will be responsible for providing Dremio with, or access to, such facilities (if applicable), equipment and support as are reasonably necessary for Dremio to provide any applicable Admin as a Service features (as outlined in Section VI(B)), including remote access to the hardware and systems software configuration on which Dremio supports use of the Subscription Software licensed by Dremio to Customer. Dremio will not be liable for any failure to provide any applicable Admin as a Service features that arises from Customer’s failure to cooperate with Dremio as set forth herein.
- Customer acknowledges and agrees that Customer is responsible for: (i) protecting the security of all Customer credentials used to access the Software; (ii) securing the Customer environment and any Customer-controlled System (with such steps to include, without limitation, industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer environment or other Customer-controlled Systems and (iv) managing and paying the charges associated with Customer’s usage of the Customer environment (e.g., compute, storage, hardware and network fees); and Customer expressly assumes the risks associated with the foregoing responsibilities set forth in this paragraph.
- PROPRIETARY RIGHTS
- Each party will retain all rights, title and interest in their Pre-Existing Works. Except as explicitly set forth herein each party reserves all intellectual property rights not expressly granted to the other party, and no right, title or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Managed Services for the provision of any Improvements to Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed between the parties in a fully executed written agreement.
- To the extent applicable, Customer hereby grants Dremio a non-transferable, non-exclusive, world-wide and royalty free license to access, reproduce, store, process and use Customer’s Pre-Existing Works in any manner reasonably necessary to provide any applicable Admin as a Service features under this Agreement. To the extent Dremio Pre-Existing Works or Developments are incorporated into any applicable Admin as a Service features or deliverables provided under this Agreement, such Dremio Pre-Existing Works and Developments are provided to Customer in a non-transferable, non-exclusive, world-wide and royalty free license to use solely for Customer’s internal business purposes subject to the applicable license agreement(s) governing Customer’s use of Dremio’s Subscription Software, and expressly conditioned on Customer’s compliance with the terms of such agreement(s). Notwithstanding the foregoing, Customer will own the portion of any deliverable provided to Customer in tangible form consisting of written reports, analyses, architecture diagrams, project plans and similar working documents.
- Further, any Developments resulting from the provision of any applicable Admin as a Service features hereunder will be owned by Dremio, and Customer will execute and deliver to Dremio any documents reasonably necessary to vest in Dremio all right, title and interest therein subject always to the terms of any applicable open-source license.
- Each party will retain all rights, title and interest in their Pre-Existing Works. Except as explicitly set forth herein each party reserves all intellectual property rights not expressly granted to the other party, and no right, title or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Managed Services for the provision of any Improvements to Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed between the parties in a fully executed written agreement.
- SECURITY/DATA PROTECTION
- Each party has obligations with respect to the security of the Dremio Software and Customer Content. Dremio will implement and maintain appropriate technical and organizational security measures. The current technical and organizational security measures are described at https://dremio.com/platform/security. Customer will not disclose its user credentials to any unauthorized persons. Except as otherwise expressly outlined herein, Customer is responsible for all activities in Customer’s account, regardless of whether undertaken by Customer, Authorized Users or a third party. Dremio is not responsible for unauthorized access to Customer’s account unless caused by Dremio’s breach of the Agreement or this Software Appendix. Customer must contact Dremio immediately if it believes unauthorized activity has occurred in Customer’s account or if Customer’s account information is lost or stolen.
- For purposes of Dremio verifying electronically or otherwise, including via “phone-home” type telemetry, related to Customer’s usage of the Software throughout the term, Dremio does not intend to capture Customer Content as part of this data. This telemetry data is critical to ensuring active monitoring of the Customer’s Dremio environment and failure to provide such data shall result in the following limitations:
Telemetry and Access Matrix
Access Level Provided Service Impact / Requirements Incident Management Change Management License telemetry + service telemetry + admin access Full service - full visibility and control. Full ability to proactively assess and resolve issues as required by support level. Full ability to enact and manage changes as required by support level. License telemetry + service telemetry (no admin access) Limited services - limited operational responsiveness. Limited ability to proactively assess the environment; unable to proactively resolve issues. None — cannot enact or validate changes. License telemetry only - requires Gold Support Offline mode / degraded support & service Inability to proactively assess or resolve issues. None — cannot enact or validate changes. No telemetry provided - requires Gold support Offline & / degraded support and service Inability to proactively assess or resolve issues. None — cannot enact or validate changes. The Dremio Software Telemetry Trust Exhibit, attached hereto as Exhibit A, outlines how Dremio Software collects and transmits operational and performance metrics from the Dremio Software. In the event Customer opts not to provide Dremio with telemetry, Customer agrees that they must purchase at least Gold level Support for every Subscription Term in which the telemetry is not provided to Dremio. A list of the electronic data that may be collected for verification purposes will be available in the Documentation once electronic verification becomes generally available within the Software. Without limiting Dremio’s obligations as stated in Section 7 of the Agreement (Confidentiality), Dremio shall be responsible for establishing and maintaining a commercially reasonable information security program with regard to the delivery of any applicable Admin as a Service features that are designed to: (i) ensure the security and confidentiality of the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; (iii) protect against unauthorized access to, or use of, the Customer Content, verification data (including telemetry) and data shared with Dremio by the Customer for troubleshooting purposes; and (iv) ensure that all subcontractors of Dremio, if any, comply with all of the foregoing. In no case shall the safeguards of Dremio’s information security program be less stringent than the information security safeguards used by Dremio to protect its own commercially sensitive data.
- With respect to the protection of information, the Dremio Privacy Policy located at https://www.dremio.com/legal/privacy-policy/, shall apply. If this Software Appendix is entered into on behalf of an Enterprise, the terms of the data processing addendum at https://www.dremio.com/legal/data-processing-addendum/ (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Dremio, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses.
- Each party has obligations with respect to the security of the Dremio Software and Customer Content. Dremio will implement and maintain appropriate technical and organizational security measures. The current technical and organizational security measures are described at https://dremio.com/platform/security. Customer will not disclose its user credentials to any unauthorized persons. Except as otherwise expressly outlined herein, Customer is responsible for all activities in Customer’s account, regardless of whether undertaken by Customer, Authorized Users or a third party. Dremio is not responsible for unauthorized access to Customer’s account unless caused by Dremio’s breach of the Agreement or this Software Appendix. Customer must contact Dremio immediately if it believes unauthorized activity has occurred in Customer’s account or if Customer’s account information is lost or stolen.
- MISCELLANEOUS
- Dremio may, from time to time, at its sole discretion, update and/or change any part of the Support tiers outlined below, including its operational processes, monitoring, telemetry collection, management processes as well as features, functions, layout and design of deployments. Dremio will provide Customer with reasonable prior notice (including by email) of any material changes to the Dremio Support tiers.
- Dremio may, from time to time, at its sole discretion, update and/or change any part of the Support tiers outlined below, including its operational processes, monitoring, telemetry collection, management processes as well as features, functions, layout and design of deployments. Dremio will provide Customer with reasonable prior notice (including by email) of any material changes to the Dremio Support tiers.
Exhibit A
Dremio Software Telemetry Trust Exhibit
This Dremio Software Telemetry Exhibit (“Telemetry Exhibit” or “Exhibit”) is designed to outline how Dremio Software collects and transmits operational and performance metrics from the Dremio Software. This Exhibit is intended to provide specific details on our telemetry practices, ensuring transparency and trust in Dremio's data collection process. This telemetry is the basis upon which other Dremio-provided managed services may be operationalized.
This Telemetry Exhibit is designed to uphold our commitment to improving product stability, performance, and support while protecting the privacy of Customer Content. By gathering high-level, aggregate insights, we are able to proactively address potential issues and enhance the overall platform for all customers while decreasing your workstreams.
Definitions
“Telemetry Data” means operational and performance metrics automatically collected and transmitted from Dremio Software deployments to Dremio's corporate endpoint, including license and service telemetry. This crucial class of data is designed to provide Dremio with high-level insights into system performance and behavior, without exposing any business logic or sensitive information. It includes data about system components and their usage but explicitly excludes any Customer Content or user-entered business data that could be considered confidential.
Data Collection Policy
Dremio Software automatically transmits Telemetry Data to Dremio's corporate endpoint. This data collection is a fundamental practice for our managed service, allowing our engineering and support teams to proactively identify and resolve potential issues, optimize system performance, and continuously improve product stability. By gathering these insights in an automated and non-intrusive manner, we can provide a more reliable and performant service to all customers.
The data collection is strictly limited to operational and performance metrics necessary for the optimal functioning and reliability of the Dremio Software. Importantly, Dremio's Telemetry Data collection policy ensures that no Customer Content or business data is transmitted, thereby upholding our commitment to customer privacy and data security.
Categories of Data Collected
The collected Telemetry Data provides valuable insights into the health and performance of various Dremio Cloud components. The data is categorized as follows:
| Category | Description |
| Application Metrics (License & Service Telemetry) | Provides insights into the usage and performance of objects within a Dremio deployment. This includes high-level counts such as the number of queries executed, the number of Reflections created and utilized, the number of data sources connected, and the number of views defined. Furthermore, these metrics track crucial operational details like the success and failure rates of queries and Reflection refresh operations, which are vital for pinpointing and resolving systemic issues. |
| Java Metrics (Service Telemetry) | Captures internal Java Virtual Machine (JVM) performance indicators from the containers running the Dremio application. This category includes data points that reflect the underlying health of the Java processes, such as the number of active threads, memory allocation and usage statistics, and details on garbage collection activity and pauses. This information helps Dremio engineers understand resource consumption and optimize the JVM for better performance and stability. |
| Service Metrics (Service Telemetry) | Measures the health of core components that support Dremio's distributed execution and coordination services. Examples include performance metrics for the KVstore, which handles internal state persistence, and the availability and network health of Zookeeper, a critical service for cluster coordination. Monitoring these metrics allows Dremio to ensure the foundational services of the platform are operating reliably and efficiently. |
| Kubernetes Metrics (Service Telemetry) | Provides insight into container and pod behavior for all containers in a Dremio deployment. This includes vital infrastructure-level data such as CPU, memory, and storage requests and utilization. It also tracks container restarts and the desired versus current pod count for a StatefulSet, providing critical information for managing high availability and auto-scaling capabilities. |
Data Transmission
Telemetry Data is transmitted from Dremio Software to Dremio's endpoint observability.dremio.com using industry-standard, secure protocols. Dremio's OpenTelemetry collectors use port 443 for secure data transmission via TLS, ensuring that all communication is encrypted and protected in transit.
Disabling Telemetry
Telemetry can be disabled through configuration in accordance with the Dremio Subscription Agreement and Software Consumption Model Appendix. For customers deploying Dremio on Kubernetes, telemetry egress can be quickly disabled via Helm Charts. While this option is available, Dremio encourages customers to keep telemetry enabled as it provides our support and engineering teams with the necessary insights to proactively assist with troubleshooting and continuously enhance the product's performance.
