DoiT Cloud Intelligence™

Key Terms

The key legal terms of this Agreement are as follows:

Term	Description
Governing Law	The applicable governing law provision is based on the country of incorporation of the DoiT entity that executed the Quote as specified at: Governing Law, Jurisdiction, and Venue.
General Cap Amount Limitation of liability amount for most claims	100% of the DCI and Cloud Procurement Fees paid or payable by Customer to Provider within the twelve (12) months period immediately preceding the claim.
DPA Data Processing Agreement	https://l.doit-intl.com/dpa
Security Policy	Provider will maintain annually updated reports or annual certifications of compliance as follows: ISO 27001 SOC 2 Type II Penetration testing
Insurance Minimums	During the Term and for six months thereafter, Provider will carry commercial insurance policies with coverage limits that meet the Insurance Minimums below: Commercial general liability with a minimum limit for each occurrence of at least $1 million and at least $4 million in the aggregate. Cyber liability insurance with a minimum limit for each occurrence of at least $1 million and at least $5 million in the aggregate.

Terms of Services

1. Services

1.1. Access and Use. During the Term and subject to the terms of this Agreement, Customer may (a) access and use the Services; and (b) copy and use the included Software and Documentation only as needed to access and use the Services, in each case, for its internal business purposes only. If a Customer's Affiliate enters into a separate Quote with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate.

1.2. Product Support. During the Term, Provider will provide Technical Support as described in the Agreement. The Technical Support will be primarily provided in English.

1.3. User Accounts. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4. Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may use Usage Data to maintain, improve, enhance, and promote Provider's Services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5. Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Services and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6. Machine Learning. DoiT leverages machine learning and artificial intelligence in providing the Services to Customer, including for purposes of querying Customer Content and Usage Data. Such methods are used for improving visibility and the Services for Customer. Nothing in this section will reduce or limit DoiT's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. For the avoidance of doubt, the Customer Content and Usage Data refers to any data, information, or content provided by the customer, which could include data generated through the customer's interactions with DoiT Cloud Intelligence™ console. This data might encompass DCI configuration settings, usage patterns, or other inputs that the customer provides while using DoiT Cloud Intelligence™. These data are not related to any other Customer's data and specifically excluding the Cloud Procurement Customer's located data.

1.7. Requirements for Support. DoiT is not responsible for the operation and general maintenance of the Customer's computing environment. The Customer is responsible for its data backup. DoiT is not responsible for any losses or liabilities arising in connection with any failure of data backup processes. DoiT has no support obligations to the Customer which arise from or relate to any conditions that are listed as a Support Exclusions (below).

2. Restrictions & Obligations

2.1. Restrictions on Customer.

(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which Customer does not have explicit authorization; (vii) use the Services to develop a competing Services or Services; (viii) use the Services with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Services any Customer Content to which Customer and Users do not have the proper rights.

(b) Use of the Services must comply with all Documentation and any provided use limitations.

(c) Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then Provider may temporarily suspend Customer's access to the Services with or without notice. However, Provider will inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Services only if Customer resolves the underlying issue.

3. Privacy & Security

3.1. Personal Data. Each party will comply with its obligations in the DPA, located at https://l.doit-intl.com/dpa, and the terms of the DPA will control in the event of any conflict regarding Data privacy with this Agreement. In any case, Personal Data shall not involve any Sensitive Data, as further defined within Section 12.26.

4. Payment & Taxes

4.1. Fees. Unless the Quote specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

4.2. Invoicing. Provider will send invoices for usage-based Fees in arrears, in each case according to the Payment terms as specified in the table of this Order Form.

4.3. Payment. Customer may use either (i) wire transfer, (ii) ACH, (iii) debit card, or (iv) credit card, to execute payments to DoiT. Customer may make payments of fees with a debit/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 debit/credit card. In the case of wire transfer payments, Customer shall be responsible for any additional fees (where applicable).

4.4. Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

4.5. Currency. Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency. The invoices shall be paid in the currency stated within the said invoice. Any requests to change currency after this Order Form has been signed must be submitted to the DoiT console. When charging in local currency, the Provider will convert the prices of the Order Form – and notably the invoice sent to the Customer on a monthly basis – into applicable local currency according to the exchange rates as published by leading financial institutions.

4.6. Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5. Term & Termination

5.1. Quote and Agreement. For each Quote, the Agreement will start on the Effective Date, continue through the Term, and automatically auto-renew upon expiration of the Subscription Period. For the avoidance of doubt, the Customer shall not be entitled to terminate for convenience before expiration of the Term, termination shall only be authorized as specified within Section 5.3 and 5.4 below. Any early (and unauthorized) termination before expiration of the Term shall result in the Customer paying the remainder of the Term monthly fees due for the remainder of the months until the end of the term (the "True Up"), as initially agreed upon by the parties. Customer must provide at least 30 days notice that it wishes to offboard from the Services.

5.2. Services. The Services will start on the Effective Date and continue for the Term or until all Quotes have expired.

5.3. Termination. Either party may terminate the applicable services in the Quote immediately for Cause:

(a) if the other party fails to cure a material breach of these terms or a Quote for the applicable services following 30 days notice;

(b) upon notice if the other party (i) materially breaches these terms or a Quote in a manner that cannot be cured, including the repeated unwillingness to follow DoiT's advised recommendations for support - which could lead to a breach; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4. Force Majeure. Either party may terminate an affected Quote as to the applicable services only upon notice if a Force Majeure Event prevents the Services from materially operating for 40 or more consecutive days. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5. Effect of Termination. Termination of these terms will automatically terminate all Quotes for the applicable services governed by these terms. Upon any expiration or termination:

(a) Customer will no longer have any right to use the Services.

(b) Upon Customer's request, Provider will delete Customer Content within the best applicable delays.

(c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.

(d) Provider will submit a final invoice for all outstanding Fees accrued until termination and Customer will pay the invoice and the True Up/remainingMinimum Commitment (where applicable) according to Section 4 (Payment & Taxes).

5.6. Survival.

(a) The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Confidentiality), Section 10 (Reservation of Rights), Section 11 (General Terms), Section 12 (Definitions).

(b) Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

6. Representations & Warranties

6.1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Services and to allow the use of Customer Content as described in the Agreement.

6.3. From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Services during the Term and that the Services will conform to the applicable Service Description (included below).

6.4. Disclaimer of Warranties

6.5. Provider makes no guarantees that the Services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Services, nor to any Services or Services provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

7. Limitation of Liability

7.1. Liability Cap.

(a) Subject to Section 7.3 (Exclusions), Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the total fees paid for the applicable Service in the twelve (12) months preceding the event giving rise to such liability, whether in tort (including negligence or willful misconduct), contract, breach of statutory duty, or otherwise. The General Cap Amount will not apply for infringement of intellectual property, fraud, gross negligence, willful misconduct, misuse of the Services or liability which may not be excluded or limited by applicable law.

7.2. Damages Waiver. Except as provided in Section 7.3 (Exclusions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), loss or damage to data, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance and whether in tort (including negligence or willful misconduct), contract, breach of statutory duty, or otherwise.

7.3. Exclusions. The limitations and waivers contained in Sections 7.1 (Liability Caps) and 7.2 (Damages Waiver) shall not apply to claims for Indemnification (Section 8), fraud or willful misconduct, in which, willful misconduct shall include but not be limited to repeated non-payment of services, whether directly or indirectly to Provider or any of Provider's Cloud Partners.

8. Indemnification

8.1 Provider agrees to defend and indemnify Customer and its officers, directors and employees from and against any claim or suit initiated by a third party alleging that the Services infringe such third party's intellectual property right (a "Claim"), and pay Customer for all resulting damages, costs and expenses (including reasonable attorney's fees) finally awarded against it by a court of competent jurisdiction or in a settlement agreement entered in connection thereto provided that Customer complies with Section 8.2 below. Provider's obligations specified in this Section 8, will not apply to the extent that the infringement arises: (i) from the use of the Services for a purpose for which it was not intended, (ii) as a result of the use of the Services not in compliance with the terms hereof, (iii) from the combination or integration of the Services with other products, including any third party systems, other than in accordance with specifications, (iv) in connection with any modified version of the Services other than as delivered, which was not modified by DoiT, (v) in connection with use of a version that is more than one release prior to the then current version of the Services (if use of the current version would not have caused the infringement) or (vi) from use of the Services or any portion thereof by a user not authorized for such use hereunder. Customer shall defend and indemnify Provider and its officers, directors and employees from and against any misuse of the DoiT Services in violation of any law, regulation or government order or any third party claim that Customer Data violates intellectual property rights as well as any claims resulting out of Customer's direct obligations, if any, including outstanding monies owed by Customer directly to any Provider's Cloud Partners .

8.2 Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a covered claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

8.3 Changes to Services. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider covered claim, Provider may: (a) obtain the right for Customer to continue using the Services; (b) replace or modify the affected component of the Services without materially reducing the general functionality of the Services; or (c) if neither (a) nor (b) are reasonable, terminate the affected Quote and issue a pro-rated refund of prepaid Fees for the remainder of the Term.

8.4. Exclusions.

(a) Provider's obligations as an Indemnifying Party will not apply to Provider covered claims that result from (i) modifications to the Services that were not authorized by Provider or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Services, including use in violation of this Agreement; (iii) use of the Services in combination with items not provided/expressly authorized by Provider; or (iv) use of an old version of the Services where a newer release would avoid the Provider covered claim, and/or (v) Customer's direct obligations, if any, including outstanding monies owed by Customer directly to any Provider's Cloud Partners.

(b) Customer's obligations as an Indemnifying Party will not apply to Customer covered claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

9. Confidentiality

9.1. Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

9.2. Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

9.3. Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

9.4. Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone's compliance with the terms of this Section 10 (Confidentiality).

10. Reservation of Rights

10.1. Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Services, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.

11. General Terms

11.1. Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.

11.2. Modifications, Severability, and Waiver. Any waiver, modification, or change to this Agreement must be made in writing and expressly agreed upon by both parties, and such documentation must be signed by authorized corporate representatives of each party. No waiver, modification, or change will be valid unless these conditions are met. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce any term, option, or right under this Agreement will not constitute a waiver of that term, option, or right.

11.3. Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement according to the Provider's signing entity location as detailed at: Governing Law, Jurisdiction, and Venue.

11.4. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

11.5. Beta Services. If Provider gives Customer access to a Beta Services, the Beta Services is provided "AS IS" and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Services. Customer acknowledges that Beta Services are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

11.6. Logo Rights. Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's Services and Services. For the avoidance of doubt, Provider shall not acquire any rights in the Customer's Trademarks hereof, and any of the Trademarks used by DoiT might be canceled immediately by the Customer at its sole discretion by sending an email to [email protected]

11.7. Notices. Any notice, request, or approval about the Agreement must be in writing and sent and deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery.

11.8. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

11.9. Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

11.10. Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.

11.11. Export Compliance. DoiT technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. DoiT and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Services or content in a U.S. embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea or Syria) or as may be updated from time to time, or in violation of any U.S export law or regulation.

11.12. Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

12. Definitions

12.1. "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

12.2. "Agreement" means the Quote between Provider and Customer.

12.3. "Applicable Data Protection Laws" means the Applicable Laws that govern how the Services may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

12.4. "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

12.5. "Beta Services" means an early or prerelease feature or version of the Services that is identified as beta or similar, or a version of the Services that is not generally available.

12.6. "Services" means the Services described in the Quote.

12.7. "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Services.

12.8. "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Services but excludes Feedback.

12.9. "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

12.10. "Documentation" means the usage manuals and instructional materials for the Cloud Services or Software that are made available by Provider.

12.11. "Feedback" means suggestions, feedback, or comments about the Services or related offerings.

12.12. "Fees" means the applicable amounts described in the Order Form and the applicable fees incurred by the Customer for Cloud Consumption, including notably the "Monthly Cloud Spend".

12.13. "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

12.14. "Framework Terms" means these Standard Terms, the Key Terms between Provider and Customer, and any policies and documents referenced in or attached to the Key Terms.

12.15. "GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

12.16. "High Risk Activity" means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response Services, nuclear facilities operation, and air traffic control.

12.17. "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.

12.18. "Key Terms" means a the above page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.

12.19. "Order Form" means the first page of this Agreement that includes the key business details and Variables for this Agreement. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Services, length of Subscription Period, or other details about the Services.

12.20. "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

12.21. "Provider" means the applicable DoiT entity signing the Quote.

12.22. "Sensitive Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

12.23. "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

12.24. "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.

12.25. "Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Services.

12.26. "Standard Terms" means these terms.

12.27. "Unavailability" means where the Customer requests are not handled within the response times specified by DoiT on the DoiT Website or as specified on the Agreement.

12.28. "Usage Data" means data and information about the provision, use, and performance of the Services and related offerings based on Customer's or User's use of the Services.

12.29. "User" means any individual who uses the Services on Customer's behalf or through Customer's account.

12.30. "Variable" means a word or phrase that is highlighted and capitalized, such as Term or Governing Law.

Services Level Agreement

1. Response Time

1.1. Target Response Time. If there is a Target Response Time, Provider will use commercially reasonable efforts to respond to support requests sent to the Support Channel (http://support.doit.com/) within the Target Response Time and subject to the applicable Services Level Objectives ("SLOs") or Services Level Agreements ("SLAs") as specified here: https://help.doit.com/docs/consulting-support/intro

Target Response Times according to the selected Tier:

• DoiT Cloud Intelligence Essentials: SLOs

• DoiT Cloud Intelligence Enhanced: SLOs

• DoiT Cloud Intelligence Enterprise (CloudOps): SLAs

• DoiT Cloud Intelligence Enterprise (FinOps): SLOs

1.2. Calculating Response Time. Provider and Customer agree to calculate Provider's response time as the total time between when Customer submits a support request to the Support Channel and when Provider or Provider's support representative specifically acknowledges the request.

1.3. Remedies

1.4. Services Credit. In the event DoiT does not meet the applicable Target Response Time (and specifically excluding the Support Exclusions detailed below), You become eligible to receive a Services Credit under the SLAs, upon submission of a Services Credit Request, according to the process requested by DoiT (and detailed under the "Services Credit Request" detailed below.

1.5. Services Credits Request. To receive a Services Credit, the Customer must submit a request via a ticket submitted on the DoiT Platform specifying: (i) the dates and times of each incident of Unavailability that the Customer claims to have experienced; (ii) include the Customer's request logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iii) be received by DoiT within fifteen (15) business days of the last reported incident in the request. If the Services Credit Request is confirmed by DoiT, then DoiT will issue the Services Credit to the Customer's account within a reasonable period of time. The Customer's failure to provide a request and other information as required above will disqualify the Customer from receiving a Services Credit.

1.6. Services Credit Limitations. Services Credits may not be exchanged for, or converted to, monetary amounts. Services Credits do not earn interest. Services Credits will not accumulate within a single Subscription Period in an amount more than 1% of Services Fees for that Subscription Period. Services Credits expire when the applicable Order Form ends.

1.7. Exclusive Remedy. This Target Response Time describes Customer's exclusive remedy and Provider's entire liability for any failure of the Services to meet the Target Response Time.

2. Definitions

2.1. "Available Minutes" means the total number of minutes in a calendar month, minus Excluded Minutes or Support Exclusions.

2.2. "Excluded Minutes" means when the Services is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Provider and that is not within Provider's reasonable control; or (d) Customer's use of the Services in a manner not authorized by the Agreement.

2.3. "Services Credit" means the accrued Uptime Credit plus the accrued Response Time Credit.

2.4. "SLA" means these SLA Standard Terms as incorporated into the applicable Quote.

2.5. "Support Exclusions". DoiT support obligations do not apply to any unavailability, suspension or termination of the Services, or performance issues: (i) resulting from a suspension of Services; (ii) caused by factors outside of DoiT's reasonable control, including any force majeure event, Internet access or related problems outside the Services; (iii) resulting from any actions or inactions of You or any third party; (iv) resulting from Your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within DoiT's direct control); or (v) arising from our suspension and termination of Your right to use the Services.

Services Descriptions

1. DoiT Cloud Intelligence — Essentials CloudOps

DoiT Cloud Intelligence™ Essentials CloudOps combines advanced technology and AI capabilities to uncover hidden inefficiencies in your cloud operations across Amazon Web Services, Google Cloud, and Microsoft Azure.

Essentials CloudOps delivers a foundational experience for cloud operations, focused on visibility, governance, and cost control. The technology enables advanced reporting, flexible dashboards, and integrated notification systems to help organizations analyze, monitor, govern, and improve their cloud environments.

Take advantage of Essentials CloudOps with the option to pay for professional services on-demand by raising a request in DoiT Cloud Intelligence. Essentials CloudOps is designed for organizations seeking commercial incentives and robust platform capabilities, along with self-service tools.

Add-ons include:

• Use DoiT Cloud Intelligence to get advice on any of your connected Google Projects, AWS Accounts or Azure Subscriptions for a flat rate of $750.00 per request, rapid access to advisory support with the Forward Deployed Engineering team on your most complex cloud operations challenges.

• Equip your team with the necessary skills and quickstart templates to deploy new workloads efficiently. These structured engagements last 4-6 weeks and span 3 phases: Discover, Realize and Launch to ensure you can deploy production-ready workloads for Data and Generative AI. These engagements have an additional fee and require a signed Statement of Work.

2. DoiT Cloud Intelligence — Enhanced CloudOps

Enhanced CloudOps combines advanced technology, AI capabilities, and our expert Senior Cloud Architects deliver consulting through strategic guidance, enablement, and continuous support to uncover blind spots in your cloud operations across multiple public clouds.

These human-intelligence services ensure that technology-driven insights translate into action that improves your cloud operations.

• Senior Cloud Architects offer guidance for infrastructure, cost, security, and performance via tailored advisory requests, workshops, deep-dive reviews, and ongoing training.
• Customers can request consulting and advisory services for specific use cases, connect with experts with deep hands-on industry experience relevant to your business, backed by Service Level Objectives (SLOs).
• Includes access to the full breadth of supported product categories across all the clouds you purchase from DoiT.
• Flexibility to add 24/7 Partner-Led support or an Accelerator for a new production workload launch.

The model is ideal for organizations seeking responsive, high-touch, strategic guidance, but without direct hands-on change from DoiT.

3. DoiT Cloud Intelligence — Enterprise CloudOps

Enterprise CloudOps is a strategic, partnership-driven offering blending CloudOps Advisory engagement model delivered with a cohesive account team (TAM, AM, FDE) for holistic multi-cloud transformation.

• Customers receive business and technical reviews, custom cloud roadmaps, continuous optimization, and best practice workshops—covering FinOps, efficiency, security, reliability, and sustainability.
• Key differentiators are the deep alignment with organizational strategy, advanced advisory for operational excellence, executive advisory forums, and support for complex, cross-functional outcomes.
• Partner-led support is available as an add-on for enhanced response SLAs.

The model is ideal for organizations that demand premium responsiveness and quality engagement across the six well-architected pillars, but without direct hands-on change from DoiT.

4. DoiT Cloud Intelligence – Enterprise FinOps

Enterprise FinOps combines advanced technology, AI capabilities, and a Principal FinOps Resident to identify gaps in your cloud financial operations (FinOps). We unify fragmented cost centers across multiple public clouds into a streamlined view, enhancing governance and reporting. Our FinOps service translates data-driven insights into actionable strategies, effectively balancing cost efficiency with security, reliability, and performance.

A structured engagement model ensures that opportunities from DoiT technology are curated by human expertise that understands your technology stack and business context. This enables organizations to reveal hidden inefficiencies and risks, translating into actionable FinOps outcomes.

• PerfectScale for Kubernetes is available as an add-on.

5. Trust Center

Additional information on the Service Descriptions may be found at https://trust.doit.com/.