Version 3.0 Last Updated: July [•], 2024

TERMS AND CONDITIONS FOR NORTH SERVICES

These Terms and Conditions for North Services (these “Terms”) apply to your (“you” or the “Client”) access and use of any products, services, or functionality provided by North Cloud Holdings Inc. (“North”) via the website located at www.north.inc (the “Site”), any application provided by North (“Application”), and all associated websites linked to or within such Site or Application. The Site, Application, and all products and services delivered thereunder are property of North.

BY USING THE SITE, APPLICATION, OR BUYING/TESTING ANY PRODUCT OR SERVICE FROM NORTH, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE, APPLICATION, OR ANY OF NORTH’S PRODUCTS OR SERVICES.

Your agreement to these Terms is made at the earliest of the time you submit a purchase order to North, click ‘accept terms’ on the Application or Site, your first use of the Application, Site, or North product or services, or you otherwise agreeing & acknowledging the Terms. If the individual accepting this agreement is accepting on behalf of a company or entity, then the terms “you” or “Client” may refer to the entity as well as any individual representing that entity. You are responsible for and these Terms govern anyone accessing the Site, Application, or North’s products or services on your behalf, including without limitation your employees and agents.

These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced at the beginning of these Terms. Your continued use of the Site, Application, or North’s products or services after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. As a courtesy, North may, but is not required to, give existing Clients advance notice of any updates to these Terms. Such Clients will then have sixty days from the date of North communicating changes & publishing them to the Site to protest, negotiate, or request the continuance of existing terms of service. Any failure to do so will result in the automatic and mutually assumed & confirmed acceptance of the updated terms.

Section A - Explanation of Terms

1. Applicability.

These Terms and any accompanying (i) purchase order signed by you and North, (ii) quote delivered by North, or (iii) Master Service Agreement signed by you and North comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, between you and North both written and oral. In the event of any conflict between these Terms and any other document between the parties, these Terms shall govern. These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.

2. Authorized Representative.

Client agrees that any employee who interacts with North or who signs or authorizes purchase orders, or services from North is of reputable standing within their organization and is someone who has buying/purchasing authority on behalf of their organization. North will have no liability for following the direction of any such authorized representative concerning your Services.

3. Definitions.

• Billing Account. Refers to the Client’s billing account attached to projects, users, resources, etc. in AWS or GCP that are managed, attached and/or affiliated with the end user Client.
• Cloud Provider. Refers to any company that provides on-demand, scalable computing resources like computing power, data storage, or applications, namely AWS (Amazon Web Services) and GCP (Google Cloud) without direct active management by the user.
• Savings Reservations, Savings Plans, Subscriptions, Flexible CUDs, Flexible RIs, Flexible Savings Plans. Cloud Vendor Discounts that are subscribed through North and covered by North’s managed service. Applicable in calculating net savings, and therefore savings fees. These instances are discounting associated with Client cloud usage, that North will eliminate, limit, or reduce Client term commitments to Cloud Provider or fully manage on behalf of the Client. These can include but not be limited to Reserved Instances, Savings Plans, or CUDs that North purchases for Client environments on their behalf.
• North. Refers to dReduce AI Inc. dba North Inc., including any/all contractors, employees and subsidiaries.
• RIs, Savings Plans, CUDs & Reservations. Refers to Committed Use Discounts and/or any/all reservations (i.e., Reserved Instances or savings plans from AWS). These can be purchased directly from AWS by the Client or managed and purchased on the Client’s behalf by North as part of North’s services. North is not obligated to pay/manage any CUDs, reservations, bills, or charges from the Client’s VPC or cloud resources.
• Savings Fees and/or Flex Fee. Fees are classified as any agreed-upon commissions, fees, or charges that the Client agrees to pay North as part of the Service. Specifically, Fees are calculated by the Client’s net savings off of what would otherwise be the Cloud Provider’s publicly available list pricing. For example, if a $1/hr server instance at list price is being charged at a net price of $.45/hr via North, the example savings would be $.55/hr.

Section B – Service Terms

1. Services.

All parties understand and adhere to the general purpose of the North service, which can be simplified as: Client allows North to view Cloud Infrastructure, manage cloud finance visibility and make/manage savings plan reservations (the “Services”). Client agrees & understands any suggestions of cost savings and any impact said suggestions may have on the overall application design are for Client to vet and review thoroughly and North will have no liability for decisions made by Client, even if such decision is based on a suggestion from North.

2. North Obligations.

North represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms. North agrees they cannot edit, alter, manage, or otherwise tamper with instances, networks, or any settings within the Client cloud environment unless otherwise authorized or directed. North will have read-only permissions on attributes that assist North in providing the Services, including suggesting & architecting cost savings results.

3. Client Obligations.

Client shall:

• (a) allow North agreed upon IAM roles in the Cloud Provider console for the sole purpose of understanding system utilization & buying posture for the Client per these Terms;
• (b) cooperate with North in all matters relating to the Services and provide such access to Client’s Cloud Infrastructure as may reasonably be requested by North to perform the Services;
• (c) respond promptly to any North request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for North to perform Services in accordance with these Terms;
• (d) provide such Client materials or information as North may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects;
• (e) pay any and all fees that have been communicated to them by North, in due time & manner;
• (f) Not to hack or perform any action with the intent of introducing to North or the Services any viruses, defects, Trojan horses, malware, or any items of a destructive nature;
• (g) Not to abuse or hack North or the Services in any way nor perform any negligent or maliciously harmful actions, including short-term cost discounting which would result in financial harm for North; and
• (h) Not to use North or the Services in any way that violates any applicable federal, state, or local law or regulation or for a reason other than as specifically provided or intended under these Terms.

4. Client’s Acts or Omissions.

If North’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, North shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Relationship with Cloud Provider.

North is not and will not be responsible for any cloud service, performance, or application outages or issues. All of which will be handled directly between the Client & the Cloud Provider, as always. All parties agree that neither these Terms nor the provision of Services will release, edit, or change any existing SLAs, agreements, or exchanges between the Client & the Cloud Provider. Client hereby agrees that North, under no circumstance, is to be held liable for any outages or issues with services, products, or projects with the Cloud Provider and Client. Additionally, Client understands that any and all minimum spend agreements in place between Client and their Cloud Provider will remain unchanged under these Terms and despite any agreement with North and that it is solely the Client’s responsibility to manage and judge their optimization versus any open minimum spend agreements with their Cloud Provider. North is not responsible and will not be held liable for any fees associated with a Client not satisfying the minimum spend or minimum revenue agreements that are made directly between such Client and their Cloud Provider. For example, if you have an enterprise agreement with a Cloud Provider and do not reach the agreed upon minimum spend, even if due to the fact that North has optimized your costs, then any fees you incur from the Cloud Provider as a result are solely your responsibility.

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