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Cloud Capital Optimization Agreement

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What we do for you:

1. Commitment Optimization: We purchase cloud commitments (e.g., Reserved Instances, Savings Plans) on your behalf to reduce cloud costs by securing lower rates for long-term usage commitments. We act as an authorized reseller for your cloud provider, facilitating these purchases.
2. **Flexibility on Unused Commitments: **We offer financial flexibility on the cloud commitments we purchase for you, ensuring that you only pay for what you use while securing savings. For each individual cloud commitment we purchase on your behalf, we will provide a Guaranteed Savings Rate (‘GSR’), the discount you receive on this cloud commitment as displayed in our Service for your approval, which is fixed for that commitment’s term and applies only to the portion you consume. Optionally, you may select a Commitment Flexibility Threshold (CFT) on a specific commitment to receive an improved GSR in exchange for a minimum usage floor.
3. Volume Discounts: If you elect for Consolidated Billing we may offer you a predefined Cloud Rebate, which provides a fixed percentage reduction on your total monthly cloud spend, excluding Cloud Provider Marketplace purchases, support plans, and any spend already covered by enterprise-level pricing programs like EDPs or PPAs. This discount represents additional cost savings that would not be available if you were purchasing cloud services directly from your cloud provider. 
4. Expert Support: We offer advisory support to help you forecast and optimize your cloud spend, ensuring you maximize value from your cloud commitments. Support is advisory and platform-focused and does not include operating your cloud environment.

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Your Obligations and Responsibilities:

• **Cloud Operations: **We do not run your infrastructure or touch your customer data. You keep full responsibility for how your cloud is configured, secured, maintained, and supported. Your relationship with your cloud provider stays the same - keep talking to them for service issues and technical support. We cannot change your provider’s terms and you remain bound by them. Any commitments you bought before working with us are still yours to pay, used or not. If your provider suspends services for a terms breach, that is between you and the provider.
• **Cloud Account Management: **You must connect your cloud accounts to us with the right credentials so we can place and manage commitments and, if you choose, handle your billing. You need to keep your usage flowing through these accounts we manage and do not shift spend elsewhere without our written approval. You give us exclusive authority to purchase and manage commitments on your behalf. Please do not buy separate commitments or negotiate pricing programs on your own unless we agree in writing, since that can disrupt our commitment optimization strategy.
• **Data Access: **You must give us ongoing, read-only access to your cloud spend data in our Forecast Platform, plus up-to-date, accurate business inputs - finance Business Metrics and a simple view of your Engineering Initiatives. Without this, we cannot choose the right commitments and you may miss savings. You should review your forecast and the supporting Business Metrics, Engineering Initiatives monthly and update as appropriate, and should give us early notice of material changes that could affect usage or the mix of services. If missing or late notice directly leads to underused commitments, we will review the data with you in good faith, but you may not be eligible for reimbursement for the affected period and commitments. Changes outside your reasonable control are excluded.
• **Data Use: **We use your cloud usage and billing data, plus the business inputs you provide, to generate forecasts, recommendations, and savings analyses. We may also create de-identified and aggregated statistics and benchmarks from this data to improve our models and reporting. These do not identify you or any individual. Apart from basic account details for your users, we do not want or need personal data in the Service unless we have agreed to this with you in writing.

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Payment and Financial Responsibility:

• **Billing Options: **We offer two approaches to billing. If you elect Consolidated Billing through us as an AWS Reseller, we invoice you monthly for all your cloud services and our program, and we pay the cloud provider on your behalf (sometimes via a cloud distributor partner). If not, you keep paying your cloud provider directly and our charges or rebates tied to the GSR appear as a separate Private Offer line in the Cloud Provider Marketplace.
  • Consolidated Billing Payments: keep a pre-authorized payment method on file so we can collect automatically. We issue a monthly invoice in arrears, covering on-demand and committed usage plus any program charges or credits. We charge the saved method in line with the payment terms in your Order, usually a set number of days after we issue the invoice, and we pay the Cloud Provider only after your payment clears at our bank. You are responsible for any applicable taxes and government fees. Interest of up to 1 percent per month may apply to overdue balances, and non-payment more than 15 days after the due date is a material breach.
  • Marketplace Payments: your cloud provider continues to invoice you for their services. Our charges or rebates flow through a Private Offer in the Cloud Provider Marketplace as a separate line item and follow the marketplace’s payment terms and tax treatment. Rebates for unused commitments are issued by the Marketplace to your original payment method; if rebates exceed prior Marketplace payments, we remit the excess separately. We do not issue invoices or collect payments directly under this route. 
• Minimum Spend Level: We may ask that you maintain a baseline level of total monthly cloud spend within Cloud Capital’s scope. This is to prevent deliberate shifting of usage outside our coverage just to avoid the program. It relates solely to the total value of the underlying Cloud Provider services you consume, it is not a fee, is not an additional charge from Cloud Capital, and is not a minimum level of commitments that we purchase on your behalf. If you fall short, there is a 30 day cure period.  If your business changes in a sustained way (for example, re-platforming or major contraction), we will discuss and agree an appropriate adjustment in good faith.
• **Compliance: **You agree to routine checks so we can operate safely and within the rules. That means passing KYB and AML, completing periodic credit assessments, and only using our services for permitted activities under our Prohibited and Restricted Businesses Policy. 

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Term, Termination and What Follows:

• Term: This agreement runs for one year from its start date and then automatically renews for further one-year periods, unless either of us gives written notice to end it within the notice period set out in your Order.
• Termination: We may terminate the agreement if any of the following material breaches occur: you fail to meet the required minimum spend, fail to pay amounts due and do not cure within 15 days of our notice, insolvency, moving cloud spend outside of our system or disconnecting accounts from our payer account, making independent cloud commitment purchases without our permission, or not passing our compliance checks, or if our Cloud Provider Agreement ends or the Cloud Provider suspends access. You also have the right to terminate if we commit a material breach and do not fix it within 30 days of written notice. Most other breaches can usually be cured within 30 days after written notice.
• Termination Effects: In the event of termination, you remain responsible for any outstanding cloud commitments made on your behalf before the agreement ends. You will no longer be eligible for GSR, Cloud Rebate, or other benefits as of termination. All linked cloud accounts will be disconnected from our payer account, and any discounts, rebates, or reimbursements will no longer apply. We reserve the right to bill any outstanding charges immediately to close the account. You will also be responsible for all fees and charges incurred up to the date of termination, including those for in-process tasks and ongoing access to cloud provider services, subject to the minimum spend level. Access to our platform ceases on termination, and the surviving provisions of the Agreement continue to apply.