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AWS Private Pricing Addendum: CloudFront Services

1. Discounted Pricing

  1. General. DoiT will apply the Service-Specific Rates to fees for use of the applicable components of the Eligible Service under Eligible Accounts. The discounting under the Quote may not be combined with any other discounts (including with any discounts on the AWS Site).

    For each Eligible Region, the Volume Tier for that Eligible Region is determined each month based on the amount of Amazon CloudFront Data Transfer Out in that month under Eligible Accounts in the Eligible Regions combined.

    DoiT will apply the Service-Specific Rates during the Term, as long as the Customer is complying with the terms of the Quote, subject to AWS prior approval and effective application of Discounted pricings. Due to AWS processes, there may be a delay in application of such Discounted pricings.

    Customer expressly agrees that the Discounted pricing will be applied by DoiT according to the following timelines (and subject to any additional AWS delays which could also impact the below timing):

    • (a) if the Customer consolidates his account by the 10th of the first month (following such consolidation): the Customer will benefit from the Discounted pricing from the next subsequent month;

    • (b) If the Customer consolidates his account after the 10th of the first month (from such consolidation): the Customer will benefit from the Discounted pricing within the first days of the next subsequent month.

  2. Price Protection. DoiT will charge the lesser of: (i) the fees payable under this Quote for Amazon CloudFront; and (ii) the fees payable for Amazon CloudFront without modification by this Quote.

  3. Service-Specific Use Commitment. For each Service-Specific Use Commitment, you agree to use the applicable components of the Eligible Service in the Eligible Regions under Eligible Payer Accounts in an amount at least equal to the Service-Specific Use Commitment. If such use is less than the Service-Specific Use Commitment, then you will pay DoiT a Service-Specific Commitment Shortfall Payment.

2. Commitment

Customer will keep his AWS accounts consolidated under DoiT during the Term.

3. Payments

The Customer will pay DoiT all amounts due under the Quote in accordance with the payment terms of the Previous Agreement. Upon any termination or expiration of the Quote, any "Amazon CloudFront Data Transfer out" received by the Customer shall be according to "Public Pricing". Notwithstanding anything else contained herein or in the Previous Agreement, all payment obligations under the Quote will survive termination or expiration of the Quote. Customer may use either (i) wire transfer, (ii) ACH, (iii) debit card, or (iv) credit card, to execute all payments to DoiT. Customer may make payments of fees with a credit card, provided, however, that Customer shall be obligated to pay any such processing fee incurred by DoiT as a result of Customer paying by credit card. As of the Quote Effective Date, there is a 2.9% credit card processing fee on credit card payments. Any such processing fee shall be added to the invoice and become part of the amount to be paid by the Customer. In the case of wire transfer payments, Customer shall be responsible for any additional fees.

4. Term and Termination

Term. The "Term" of this Quote commences on the Quote Effective Date and ends on the last day of the Term detailed in Section 1 table.

Termination. This Quote will automatically terminate upon any termination for breach of the Previous Agreement.

No Termination for Convenience. Notwithstanding any termination for convenience in the Previous Agreement, neither DoiT, nor the Customer are entitled to terminate the Previous Agreement for convenience during the Term of the Quote for the applicable Services. As a consequence, the Customer hereby expressly undertakes to be formally committed throughout the duration of the Term of the Quote.

Termination for Cause. Each party may terminate the Quote for cause regarding the applicable Services upon written notice if the other party is in material breach of the Quote, provided that the breaching party will have 30 days from receipt of the notice to cure any material breach that can be cured.

Services Provided under this Quote may be suspended by DoiT pursuant to any Suspension Notice provided under the Previous Agreement.

Termination Notice. Written notice for purposes of this Section 4 shall include email notification provided by the terminating party to the other party.

Termination Process:

  1. Termination requires DoiT to submit a Consent to Assignment Agreement ("CTA") to AWS, which in turn requires Customer to provide certain information necessary for completion of the CTA.

  2. In the case of a Customer initiated termination, or DoiT initiated termination other than for cause, and notwithstanding anything else contained in the Previous Agreement, the termination effective date will be no sooner than the first day of the month that is at least 14 days after the CTA has been received, reviewed and signed by AWS; provided that, without derogating from the above, in the case of a Customer initiated termination, the termination effective date will in any event be no sooner than 30 days from the date that the Customer requested termination from DoiT in writing.

  3. In the case of a termination pursuant to Customer's breach of the Previous Agreement or the Quote (including for the avoidance of doubt the Customer's uncured failure to pay) DoiT may, at its discretion suspend or terminate Customer's accounts, which may lead to unrecoverable data loss of the Customer.

  4. The customer agrees to execute (via DocuSign) the CTA within 3 business days from receipt, regardless of the termination reason.

Loss of Data. It is hereby clarified that in the case of a termination of the Previous Agreement by DoiT pursuant to Customer's breach of this Contract (including for the avoidance of doubt the Customer's uncured failure to pay) DoiT may, at its discretion suspend or terminate Customer's accounts, which may lead to unrecoverable data loss of the Customer.

5. Entire Agreement; Conflict

Except as amended by the Quote for the purpose of the Quote only, the Previous Agreement signed by DoiT and the Customer shall remain in full force and effect. With respect to its subject matter, the Quote, together with the Previous Agreement: (a) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement; and (b) supersedes all prior agreements and understandings (whether oral or written) between the parties. If there is a conflict between the Previous Agreement and the Quote, the Quote will prevail. If there is a conflict between the Quote and any other amendment or addendum to the Previous Agreement, the latest executed document shall prevail.

6. Definitions

Capitalized terms shall have the meanings set forth in the Previous Agreement, the EDP Contract or described on the AWS Site unless otherwise defined in the Quote. As used in the Quote, 1 EB equals 1024 PB; 1 PB equals 1024 TB; 1 TB equals 1024 GB; 1 GB equals 1024 MB; 1 MB equals 1024 KB; and 1 KB equals 1024 bytes.

"Amazon CloudFront Data Transfer Out" means Amazon CloudFront Regional Data Transfer Out to the Internet.

"AWS" means Amazon Web Services, Inc. , Amazon Web Services EMEA SARL ("AWS Europe") and each other entity identified at https://aws.amazon.com/legal/aws-contracting-party that has agreed, following Customer's request, to become a party to this Quote based on the location you have set for an Eligible Account.

"Eligible Accounts" means Customer's AWS accounts.

"Proxy Request" means any HTTP or HTTPS DELETE, OPTIONS, PATCH, POST, and PUT requests that Amazon CloudFront forwards to your origin.

"Public Pricing" means the pricing for Amazon CloudFront as described on the AWS Site.

"Service-Specific Commitment Shortfall Payment" means an amount equal to the applicable Service- Specific Use Commitment less the applicable use of the Eligible Service, charged at the lowest rate applicable under the Quote for the Eligible Service.