DoiT Cloud Navigator - Terms of Service

Definitions

The following capitalized terms have the meanings set forth below:

• "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

• "DoiT Cloud Navigator" means the DoiT Cloud Navigator used by customers to manage and track their cloud consumption located at https://console.doit.com

• "DoiT Website" or the "Website" means the website doit.com or any associated DoiT owned website or web page.

• "Description" means the description of the DoiT Cloud Navigator appearing here: https://help.doit.com/docs/doit-platform and other supporting documentation (the "Documentation") that may be provided to Customer. The Description and the Documentation may be changed by DoiT, at DoiT's sole discretion, without prior notice.

• "Marketplace" means an online directory, catalog or marketplace of applications that interoperate with the Services, including for example, Google Marketplace or AWS Marketplace, as listed at Marketplace.

• "Non-DoiT Application" means any Web-based, mobile, offline or other software functionality that interoperates with a Service that is provided by Customer or a third party and/or listed on a Marketplace or a similar designation.

• "Order Form" means the Order Form as accepted and agreed by DoiT and the Customer, specifying the applicable pricings.

• "Service(s)" means DoiT's Cloud Navigator Services.

• "Term" means the term of these Services and the specific details of the Order Form.

• "Terms" or "Terms of Service" means the presently applicable Terms of Services.

• "User" means Customer's employees who are authorized by Customer to log on to the DoiT Cloud Navigator. Customer shall remain primarily responsible and liable for its Users' compliance with these Terms of Services and the applicable Documentation.

1. Service Description: DoiT Cloud Navigator

Pursuant to the license granted by DoiT to Customer under Section 3 below, DoiT will (a) track Customer's cloud usage, by accessing Customer's data; (b) monitor and analyze patterns in Customer's cloud consumption including trends and seasonality; (c) the Services (through the DoiT Cloud Navigator) will highlight inefficiencies in the Customer's usage and display the most important statistics to the Customer, in order for the Customer to manage its costs efficiently.

Data Sharing. For the avoidance of doubt, in order to benefit from the DoiT Cloud Navigator and its associated Services (and notably BigQuery Lens, GKE Lens and PerfectScale for Spot), the Customer will have to give access to the requested data to DoiT.

2. Limitations on Use and Effectiveness of DoiT Cloud Navigator.

While the DoiT Cloud Navigator may result in a lower cost for Customer during such billing cycles where they are applied, Customer acknowledges that any application of it does not guarantee any future effective savings during the Term of Services or otherwise.

3. Access and Use License by DoiT.

3.1. Access and Use License. Subject to the terms and conditions of the Services, DoiT hereby grants to Customer a limited, non-perpetual, nonexclusive, non-transferable, license to access the DoiT Cloud Navigator, specifically for the purpose of managing and analyzing Customer's costs through the available Services and DoiT proprietary tools. All rights not expressly granted to Customer are reserved solely and exclusively by DoiT and, where (and if) applicable, DoiT's licensors.

3.2. Provision of purchased Services. DoiT will (a) make the Services and content available to Customer pursuant to the Services, and the applicable Documentation; (b)use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week except for (i) planned downtime (of which DoiT shall give advance notice), and (ii) any unavailability caused by circumstances beyond DoiT's reasonable control, including, for example, acts of government, flood, fire, earthquake, civil unrest, strike or other labor problem, Internet service provider failure or delay, non-DoiT Applications, and (d)provide the Services in accordance with laws and government regulations applicable to DoiT's provision of its Services to its customers generally.

3.3. Limitations.

• Use of the DoiT Cloud Navigator. Except as otherwise specifically agreed in writing between DoiT and Customer, Customer may use the DoiT Cloud Navigator solely for Customer's internal business purposes and specifically for the purpose of simplifying and analyzing Customer's Cloud costs. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or allow access or use by any third party so that it may commercially exploit or received the benefits of the DoiT Cloud Navigator in any way; (ii) modify or make derivative works based upon the DoiT Cloud Navigator; (iii) create Internet "links" to the DoiT Cloud Navigator or "frame" or "mirror" the DoiT Cloud Navigator on any other server or wireless or internet-based device; (iv) reverse engineer or access the DoiT Cloud Navigator in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the DoiT Cloud Navigator, or (c) copy ideas, features, functions or graphics of the DoiT Cloud Navigator; (v) interfere with or disrupt the integrity or performance of the DoiT Cloud Navigator, or the data contained in these; or, or (vi) attempt to gain unauthorized access to the DoiT Cloud Navigator, or related systems or networks.

• Acceptable use. Customer must not use the Services: (a) in a way prohibited by law or that would cause a violation of law; (b) to violate the rights of others; (c) to try to gain unauthorized access to, test the vulnerability of, or disrupt any Service, device, data, account, or network; (d) to distribute spam or malware; (e) in a way that could cause harm or impair anyone's use of the Service; (f) in a way intended to work around technical limitations, recurring fees calculation, or usage limits of the Services.

Customer must not upload any content that: (a) may create a risk of harm to any person or property; (b) may constitute or contribute to a crime or a tort; (c) is illegal, unlawful, harmful, defamatory, infringing, or invasive of personal privacy or publicity rights; or (i) is otherwise prohibited in these Terms.

3.4. Other Remedies. In addition to any other remedies DoiT has hereunder or otherwise, if in DoiT's good faith judgment it believes Customer has engaged or is engaging in any of such prohibited activities, (i) DoiT may suspend Customer's access to the DoiT Cloud Navigator, until the matter is resolved to the reasonable satisfaction of DoiT; and (ii) if Customer has knowingly engaged in any of such prohibited activities, DoiT may terminate these Terms immediately upon written notice (including via email) to Customer.

4. Right to Access and Use Customer's Data.

Customer hereby grants to DoiT during the use of Services (including without limitation any Term thereof), on a world-wide basis: (a) for a duration limited to the duration of the Services, a non-exclusive, royalty-free right and license to (i) process and use Customer's data to administer the Services, including without limitation assuring that the right number of subscriptions and/or user accounts have been issued all permissions; and (b) any other rights, licenses, and consents that may be necessary or useful for DoiT to provide the DoiT Cloud Navigator and/or any of the Services (and specifically regarding BigQuery Lens, GKE Lens and PerfectScale for Spot) to Customer under these Terms of Service. For the avoidance of doubt, the term "Customer's Data" shall be defined within these Terms as any data that the Customer shares with DoiT as necessary to provide the Services or as otherwise required by law - and limited to the Term. The Customer's Data shall not include any of the data stored on a third party Cloud service provider (including notably AWS, Google Cloud or Azure). Customer will remain the sole and exclusive owner of all Customer's Data.

5. Customer Responsibilities.

At all times under these Terms of Service, Customer is responsible for its activities (including without limitations the activities of those of its authorized employees and contractors with valid credentials) occurring on the DoiT Cloud Navigator, including but not limited to user identifications and passwords, and shall abide by all applicable local, state, federal, and foreign laws, statutes, treaties and regulations in connection with its use of the DoiT Cloud Navigator, including without limitation those related to data privacy, cross-border data transfers, international communications, and the transmission of technical or personal data. Customer shall implement and be responsible for maintaining generally accepted industry standards for securing its applications and infrastructure. Customer shall: (i) notify DoiT immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and (ii) report to DoiT immediately and use reasonable efforts to stop immediately any copying or distribution of the DoiT Cloud Navigator that is known or suspected by Customer. Customer agrees that if any security violations are reasonably believed to have occurred with respect to its usage of the DoiT Cloud Navigator, DoiT has the right to suspend access to the DoiT Cloud Navigator pending investigation and resolution.

6. Intellectual Property Ownership.

DoiT (and, where applicable, its licensors) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights (defined below), in and to the DoiT Cloud Navigator, and any suggestions, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the DoiT Cloud Navigator and/or the Services. Customer acknowledges it will not in any way, directly or indirectly, do or cause to be done, any act or thing contesting or which would reasonably be foreseeable to impair or as tending to impair any part of DoiT's (and, where applicable, its licensors') right, title and interest in connection with or to any DoiT's Intellectual Property Rights in the DoiT Cloud Navigator. Customer shall not represent that it has any ownership in DoiT's Intellectual Property Rights in the DoiT Cloud Navigator. Customer agrees that it shall not, directly or indirectly, attack the validity of (i) DoiT's ownership of Intellectual Property Rights in the DoiT Cloud Navigator; or (ii) the license granted herein. "Intellectual Property Rights" herein shall mean any rights in and to unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and any and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature.

Participation in the DoiT Reference Program. Customer hereby grants to DoiT a non exclusive, non transferable, and revocable license and authorization, solely for the purpose of marketing the Services: (a) to display Customer's approved current and future names, trademarks, servicemarks, copyrights and logos (hereinafter the "Trademarks") on DoiT's Website, notably including in materials, presentation materials (b) development of case studies highlighting Customer's adoption of DoiT's Products and Services. Customer shall have the right to priorly approve any written case studies, and (c) the Customer may be considered for peer or analyst references, speaking engagements, webinars or press releases, as priorly and explicitly approved. For the avoidance of doubt, DoiT 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].

7. Customer Account and Subscriptions.

Upon the Effective Date, Customer will create login credentials for the DoiT Cloud Navigator, and follow the instructions contained in the DoiT Cloud Navigator to create a Customer account ("Account") and a user account for each Customer user (each, a "User Account"). Customer shall ensure that all information entered into the DoiT Cloud Navigator is, and will thereafter remain, complete and accurate. As between DoiT and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify DoiT in writing of any unauthorized access to, or use of, an Account, or any other breach of security. Personal information received during the Account registration process will be processed by DoiT in accordance with DoiT's privacy policy.

• Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to the Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

• Demonstration/Trial. Where Customer is provided with an evaluation, trial, or demonstration (the "Demonstration"), Customer accepts the Demonstration "as is", with any errors or defects. DoiT makes no express or implied warranty of any kind with respect to the Demonstration, and to the extent permitted by law, DoiT disclaims all other warranties. DoiT does not warrant that the operation of demonstration will be uninterrupted or error-free, or that demonstration will operate in hardware and software combinations other than as authorized by DoiT in Supporting Material. Upon termination or expiration of any Demonstration, Customer must convert to a full subscription covering the use of the applicable Solution or immediately terminate use of the Solution. Unless otherwise provided in Supporting Material, the Solution may not be used in a production environment.

For the avoidance of doubt, upon subscription to the Solve Services only, the Customer will be able to log-on to the Navigator in order to - a minima- raise tickets for the said Services.

8. DPA.

In order to operate and provide the Services, we collect some information about you (mostly related to your use of the DoiT Cloud Navigator). DoiT uses and protects that information as described in DoiT's standard Customer data Processing Agreement (the "DPA") which may be found at http://go.doit.com/dpa. To the extent that with respect to these Terms, DoiT is either (i) a "processor" under applicable law, or (ii) is subject to data privacy rules, then the DPA is hereby incorporated into, and supplements these Terms, by this reference.

9. Fees, Invoicing, Payment and Taxes.

• Fees. The Fees related to the Navigator Services are specified at https://www.doit.com/pricing/ or in the applicable Order Form.

• Payment terms. DoiT will bill the Customer via either (i) the Cloud-provider Marketplace subscription of the Customer (as a consequence, the applicable payment terms shall be subject to the applicable Marketplace payment terms), or via direct invoice from DoiT, as further specified in the Order Form.

• General payment terms. Customer will pay DoiT the applicable fees and charges for each service request as more specifically described in the Order Form. Customer agrees to pay all invoiced amounts within thirty (30) days of DoiT's invoice date, or as specified in the Order Form. DoiT may suspend or cancel performance of open Service requests if Customer fails to make payments when due. DoiT may increase or add new fees for any existing product or Service by giving You at least fifteen (15) days' advance notice. If You do not stop using the Services within fifteen (15) days, the new fees will be deemed accepted by You.

  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 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. There is a 2.9% credit card processing fee on debit/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.

• Late payments. Any payment under these Terms, made greater than fifteen (15) days after the date such payment is due and payable shall bear interest as of the day after the date such payment was due and payable and shall continue to accrue such interest until such payment is made at a rate equal to the lesser of either (a) 1.5% per month, or (b) the maximum rate permitted by Applicable Law. In case of continued non-payment, terminated accounts are at risk of being transferred to a third party collections agency, solely at DoiT's discretion. Please note that a third party collections agency may impose additional charges. Failure to pay may also result in DoiT pursuing Customer legally to recover the value owed, thus incurring further legal costs for Customer.

  Any discounts provided to Customer under these Terms will be applied to Customer's fees only after the application of any applicable credits provided to Customer with respect to such fees.

• Taxes. Applicable taxes will be added to the monthly invoice according to the local commerce laws in the country where Customer does business with DoiT. DoiT's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If DoiT has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, DoiT will invoice Customer and Customer will pay that amount unless Customer provides DoiT with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, DoiT is solely responsible for taxes assessable against it based on its income, property and employees.

• Tax Gross Up. All payments to be made by the Customer hereunder shall be made free and clear of, and made without any tax deductions and/or withholding payments. In the event that Customer is required to make a tax deduction and/or withholding payment, then the amount payable by Customer (in respect of which such tax deduction and/or withholding payment is required to be made) shall be increased to the extent necessary to ensure that DoiT receives a sum net of any deduction and/or withholding equal to the amount which it would have received had no such tax deduction and/or withholding been made or required to be made. The Customer shall promptly, upon becoming aware that it must make a tax deduction and/or withholding payment notify DoiT accordingly. If Customer is required to make a tax deduction and/or withholding payment, it shall make any such payment required within the time allowed and in the minimum amount required by law. Within 30 days of making any payment required in connection with such a tax deduction and/or withholding payment, the Customer shall deliver to DoiT evidence that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

• Local currency. When charging in local currency, DoiT 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 and necessary adjustments as required to cover the forex risk between invoice date and payment date.

10. Limited Warranties; Disclaimers.

10.1. Notwithstanding anything else contained herein, DoiT does not guarantee any cost savings to Customer pursuant to the DoiT Cloud Navigator use, nor does DoiT guarantee that the application of DoiT Cloud Navigator Use will result in a particular level of savings.

10.2. Disclaimer. The DoiT Cloud Navigator is made available to Customer on an "as is" and "as available" basis. DoiT does not make any representation, warranty, guarantee or condition: that Customer's use of the DoiT Cloud Navigator will be uninterrupted, secure or error-free. DoiT does not offer any guarantee that the DoiT Cloud Navigator will either (a) be available to Customer, (b) generate any cost savings or reduction of fees associated with Cloud costs or related Services for Customer, or (c) otherwise optimize Customer's costs or expenses with respect to Customer's Cloud usage or related Services. DoiT makes no warranties, whether express, implied or statutory, regarding or relating to the DoiT Cloud Navigator. DoiT specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the DoiT Cloud Navigator.

10.3. No employee, agent, representative, or affiliate of DoiT has authority to bind DoiT to any oral representations or warranty concerning the DoiT Cloud Navigator. Any written representation or warranty not expressly contained in these Terms of Services will not be enforceable.

10.4. DoiT exercises no control whatsoever over any information passed through the DoiT Cloud Navigator by Customer, or over any user who accesses the DoiT Cloud Navigator with or without Customer's authorization.

11. Indemnification.

11.1. Indemnification by Customer. Customer shall indemnify, defend and hold DoiT, its affiliates and each of their respective officers, directors, employees, attorneys, and agents harmless from and against any and all third party claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and court costs) (each, a "Claim") arising out of or in connection with: (i) a claim alleging that Customer or its data infringes the Intellectual Property Rights of, or has caused harm to, a third party; (ii) the breach of these Terms, or the DPA by Customer; (iii) Customer's misuse of the DoiT Cloud Navigator; (iv) Customer's use of the DoiT Cloud Navigator in violation of any law, regulation or government order including, but not limited to, those that relate to data privacy, cross-border data transfers, or web content accessibility; or (v) gross negligence or wilful misconduct.

11.2. Indemnification by DoiT. DoiT shall indemnify, defend and hold Customer, its affiliates and each of their respective officers, directors, employees, attorneys, and agents harmless from and against any and all third party Claims arising out of or in connection with a Claim alleging that the DoiT Cloud Navigator provided by DoiT infringe the Intellectual Property Rights of any third party.

DoiT will have no obligation to indemnify Customer to the extent any such Claim is based on (a) the use of the DoiT Cloud Navigator in a manner other than as specified in these Terms; (b) any use by Customer in combination with other products, equipment, software or systems not supplied by DoiT to Customer to the extent such Claim is directed against such combination.

11.3. The indemnity obligations of each Party set forth in this Section are contingent upon (i) the indemnitee giving prompt written notice to the indemnitor of any such Claim; (ii) the indemnitee giving the indemnitor sole control of the defense of any such Claim; (iii) the indemnitee not entering into any settlement or compromise of any such Claim without the indemnitor's written approval; and (iv) at the indemnitor's request and expense, the indemnitee cooperating in the investigation and defense of such Claim.

12. Limitation of Liability.

Each party's total aggregated liability to the other party under these Terms of Services is limited to the greater of $100,000 or the amount payable (for the past 12 months if recurring) by Customer to DoiT. Neither Customer nor DoiT will be liable for lost revenues or profits, downtime costs, loss or damage to data, or indirect, special or consequential costs or damages. This provision does not limit either party's liability for: unauthorized use of intellectual property, death or bodily injury; damage to tangible personal property caused by their negligence; breaches of confidentiality caused by their negligence; acts of fraud or willful misconduct; any fees owed by Customer to DoiT pursuant to these Terms of Service, nor any liability which may not be excluded or limited by applicable law.

13. Term and Termination.

These Terms of Services commences when User accepts the Order Form or otherwise uses the DoiT Cloud Navigator (the "Effective Date") and will continue until expired or terminated.

1. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at DoiT's applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit pricing.

2. Termination for convenience (where applicable). Either party may terminate these Terms for convenience by providing the other party thirty (30) days advanced written notice. Both parties hereby expressly agree that any reference of a specified Term or duration commitment will not enable the parties to terminate for convenience. Termination of these Terms will not affect any existing Service requests, which shall continue until their natural expiration or early termination in accordance with these Terms.

3. Termination for cause. Either party may terminate a Service request on written notice if either party materially breaches the Service request and fails to remedy the breach within a reasonable period after receiving reasonably detailed written notice. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate all open Service requests. Any Terms which by their nature extend beyond termination or expiration of these Terms will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. Any termination of a Service request will not impact any other current and valid Service requests.

4. Additional Termination. DoiT reserves the right to terminate the Services (and/or Your account) or Your access to any APIs and/or Software provided under these Terms, and to delete Your data: (i) due to a suspension or termination for cause; or (ii) immediately if DoiT is compelled by court order or otherwise discover any use of the Services or APIs and/or Software by You that in DoiT's reasonable discretion presents a security risk or that might be the subject of a legal claim or dispute. Upon any termination or notice of any discontinuance, all of Your rights under these Terms shall immediately terminate, You remain responsible for all fees incurred through date of termination, and You agree to return (or destroy per DoiT's instruction) all DoiT's Confidential Information in Your possession.

5. Refund or Payment upon Termination. If this agreement is terminated by Customer in accordance with the "Termination for cause" section above, DoiT will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this agreement is terminated by DoiT in accordance with the "Termination for cause" section above, Customer will pay any unpaid fees covering the remainder of the Term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to DoiT for the period prior to the effective date of termination.

14. Governing Law/Disputes.

The DoiT entity entering into this agreement, the address to which Customer should direct notices under these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with this agreement, and the courts that have jurisdiction over any such dispute or lawsuit, shall be according to the DoiT entity executing the Order Form and/or providing the services as reflected at Governing Law, Jurisdiction, and Venue.

15. Evaluation/Trial/Demonstration Use.

Where Customer is provided with an evaluation, trial, or demonstration (the "Demonstration"), Customer accepts the Demonstration "as is", with any errors or defects. DoiT makes no express or implied warranty of any kind with respect to the Demonstration, and to the extent permitted by law, DoiT disclaims all other warranties. DoiT does not warrant that the operation of demonstration will be uninterrupted or error-free, or that demonstration will operate in hardware and software combinations other than as authorized by DoiT in Supporting Material. Upon termination or expiration of any Demonstration, Customer must convert to a full subscription covering the use of the applicable Services or immediately terminate use of the said Services. Unless otherwise provided in Supporting Material, the Services may not be used in a production environment.

16. Miscellaneous Provisions.

• a) Notices. Written notice for purposes of this Section shall include (i) tickets raised on the DoiT Cloud Navigator or (ii) email notification provided by the terminating party to the other party.

• b) Entire agreement. These Terms represent the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.

• c) Delays. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations. DoiT's ability to deliver Solutions depends on Customer's reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the Solutions.

• d) Electronic Transactions. The parties agree to do business electronically. Electronic transactions includes consenting to contracts, placing or accepting orders, exchanging and accepting Supporting Materials, content posted on DoiT websites, or any electronic document related to the DoiT Solutions (Electronic Transactions). If such Electronic Transactions are contested as unenforceable by Customer, Customer agrees that DoiT may terminate Customer's access to DoiT Solutions.

• e) Global Trade. If Customer exports, imports or otherwise transfers all or a portion of a Product or Service, Customer is responsible for complying with applicable laws and for obtaining any required export or import authorizations. Either party may suspend its performance to the extent necessary to comply with applicable trade laws.

• f) Anti-Bribery and Anti-Corruption Laws. DoiT is committed to doing business worldwide ethically, free from corruption without exceptions, and in compliance with all applicable anti-corruption laws and expects its service providers to comply with the same high standards. Neither Customer nor any of its representatives has or will improperly provide (or offer to provide), directly or indirectly, anything of value to anyone, including government officials to obtain or retain business, to obtain a commercial advantage, or to receive favored treatment, anywhere in the world and shall comply with all applicable anti-bribery and anti-corruption laws. Customer shall immediately notify DoiT in writing of any suspected or known breach of the obligations under this Section.

• g) Export Compliance. The Product and Services, Supporting Materials and other 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 Service 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.

• h) Records and Audits. You must maintain accurate records of your use of the Services, sufficient to show compliance with these Terms. DoiT has the right to audit those records and your use of the DoiT Cloud Navigator to confirm compliance with these Terms. That audit is subject to reasonable prior notice and will not unreasonably interfere with your business activities. We may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. You must reasonably cooperate with us and any third-party auditor and you must, without prejudice to our other rights, address any non-compliance identified by the audit by paying additional fees. The Customer will reimburse DoiT for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the License fees payable by the Customer for the period audited, or that you have materially failed to maintain accurate records of the DoiT Cloud Navigator use.