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Cloud Capital Optimization Agreement

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What we do for you:

1. Cost 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 authorised partner 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, subject to a Commitment Flexibility Threshold (‘CFT’). Here’s an example of how it will work:
   • Let’s say you have $100 of on-demand cloud spend. We offer to purchase a batch of commitments which each have a 30% GSR with a 50% CFT. This means if you utilize the commitments in full, you pay $70 instead of $100 (30% savings). 
   • If you only use 80% of these commitments, you still get the 30% discount on the portion of these commitments you use. So, for 80% usage, you’d pay $56 (80% of $100 = $80, and $80 * 70% = $56). The rest of the unutilized portion of these commitments are paid for by us to your cloud provider, but you won’t have to pay us for them.
   • If your usage of these commitments drops even further, to 40%, the CFT kicks in. With a 50% CFT, the minimum you pay is $35 ($100 _70% _ 50% = $35).
   • If your usage exceeds the level of the commitment, this is not a problem and we will likely recommend purchasing additional commitments to cover the additional spend in the future.
3. Expert Support: We offer advisory support to help you forecast and optimize your cloud spend, ensuring you maximize value from your cloud commitments.

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What Cloud Capital Does Not Do:

1. No Access to Your Cloud Infrastructure: We do not manage or control the technical operations of your cloud infrastructure. You retain full responsibility for the technical operation, configuration, maintenance, and security of your cloud environment.
2. No Access to Your Customer Data: We do not access or handle your customer data. You are fully responsible for managing your own data privacy, security, and compliance with data protection regulations. We only handle your cloud spend data and related business/financial information needed for commitment optimization.
3. No Interference with your relationship with Cloud Providers: While we manage your cloud commitments, you can still communicate directly with your cloud provider regarding service issues, technical support, etc. This agreement does not impact your relationship with your cloud provider outside of commitments management
4. No Control Over Cloud Provider’s Terms: We do not modify or control the terms and conditions set by your cloud provider. You remain fully subject to the terms of your cloud provider agreement, including any changes in pricing, billing, or service levels imposed by your cloud provider.
5. No Responsibility for Technical Support or Operations: We do not provide technical support for your cloud infrastructure. You must manage or seek support for operational issues, such as downtime, software bugs, or service disruptions, directly through your cloud provider or internal/external technical teams.
6. No Responsibility for Pre-Existing Commitments: If you have purchased any cloud commitments before working with us, you will still be responsible for paying for them, whether they are fully utilized or not.

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Your Obligations and Responsibilities:

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Cloud Account Management:

• Access Permissions: You must provide us with suitable access credentials, so we can manage commitments for you.
• Continued Consumption: You must continue to consume your cloud provider services through the accounts we’re purchasing commitments within, and not transfer spend out to other accounts, unless with prior written consent.
• Commitment Authorization: You give us exclusive authority to purchase, return or resell cloud commitments on your behalf. Unless with prior written consent, you should not make additional cloud commitment purchases or negotiate pricing agreements independently, as this may disrupt the process and violate the agreement.
• Responsibility for Your Cloud Environment: While we manage your commitments, you are still responsible for your infrastructure’s security, maintenance, and operation. Any technical issues (e.g., data loss, security breaches) remain your responsibility. You are also responsible for ensuring no unauthorized access to your cloud accounts. We are not liable for any issues caused by unauthorized access to your cloud environment.
• Cloud Provider Terms: While we manage your commitments, the underlying cloud services are still governed by your cloud provider’s terms. If your cloud provider suspends or terminates your services due to violations of their terms, we will not be responsible for any resulting consequences. It’s essential to comply with both our terms and your cloud provider’s terms.

• Data Access: You must provide us a) ongoing access to your cloud spending data via the integration with our Cloud Forecast Platform; and b) up-to-date,  accurate and truthful financial, business, and engineering roadmap data. Without this information we cannot accurately assess the right commitments to purchase on your behalf, leading to lost savings opportunities.
• Accurate Forecasting: You are required to provide accurate monthly forecasts of your cloud spend through our Cloud Forecast Platform. If your cloud usage is significantly less than your forecast cloud spend beyond the predefined Maximum Forecast Deviation, or if you fail to provide sufficient advance notice of anticipated significant changes to your business that could materially negatively affect your cloud spend or the mix of utilized Cloud Provider services (ie. architecture, product discontinuation, etc), you may lose eligibility for reimbursement of underutilized commitments.

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Payment and Financial Responsibility:

• Pre-Authorized Payments: You are required to maintain a pre-authorized payment method, such as direct debit or ACH, so we can process your monthly payment automatically.
• Monthly Invoicing: You will receive monthly invoices from Cloud Capital covering our fees and any refunds for under-utilized commitments. It is your responsibility to ensure timely payment, which will be processed no later than 30 days after the invoice is issued, designed to align with your payment to your cloud provider. You are also responsible for any applicable taxes and governmental fees based on the laws in your jurisdiction. 
• Late Payments & Fees: Payments overdue by more than 15 days may result in termination, additional late fees, and debt collection proceedings**. **In cases where we reasonably suspect a risk of non-payment, we may bill you more frequently for fees accrued.
• Minimum Spend Level: You may be required to maintain a predefined Minimum Spend Level across your cloud accounts. This amount is not tied to specific commitments but must be upheld throughout the duration of the agreement. If your cloud consumption significantly changes, the Minimum Spend Level may be adjusted accordingly. Failure to meet the required spend could result in termination of the agreement.

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Compliance and Risk Management:

• KYB/AML Checks: You must pass Know Your Business (KYB) checks, which verify your business’s legitimacy, as well as Anti-Money Laundering (AML) checks, which are required for regulatory compliance. Failure to pass these checks allows us to terminate the agreement.
• Credit Assessments: We will assess your credit risk regularly. If we determine that you are at significant risk of default on your bills, it may lead to the termination of the agreement.
• **Restricted Business: **You must not use our services in connection with any businesses, products, and industries that violate our Prohibited and Restricted Businesses Policy, if you do so it may lead to the termination of the agreement.

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Term, Termination and What Follows:

• Term: This agreement is valid for one year from its start date and will automatically renew for subsequent one-year terms unless terminated with at least 90 days’ prior written notice. 
• Termination: We may terminate the agreement if any of the following material breaches occur: you fail to meet the required minimum spend, don’t pay invoices within 15 days of the due date, insolvency, moving cloud spend outside of our system, make independent cloud commitment purchases without our permission, don’t pass our credit checks, don’t pass our KYB/AML checks, don’t pass our Restricted Business rules, or access our services as a competitor without our consent.
• Termination Effects: In the event of termination, you remain responsible for any outstanding cloud commitments made on your behalf before the agreement ends. Any discounts, rebates, or reimbursements provided by us will no longer apply. We reserve the right to bill any outstanding charges immediately to close the account.