General Terms & Conditions (this "Agreement")

1. Definitions

1. “Company” means Bespin Global US Inc.

2. “Client” means a customer of Bespin Global US Inc., who entered into a binding contract with the Company under an order or SOW (the “Relevant Order”).

3. “AWS” means all services of Amazon Web Services provided by Amazon Web Services.

4. “GCP” means all services of Google Cloud Platform provided by Google.

5. “Azure” means the cloud services of Microsoft provided by Microsoft.

6. "CSP" means a Cloud Service Provider that provides cloud services to Client. (e.g., AWS, Google, Microsoft)

7. “Google Workspace” means Google’s productivity and collaboration tool.

8. “Microsoft 365” means Microsoft’s productivity and collaboration tool.

9. “Services” means the services or software provided by Company to Client under Relevant Order.

10. “OpsNow” refers to the cloud management platform and services which manages assets and costs of multi-cloud including AWS, GCP, and Azure based on the information provided by the Client, which may be added with a third party’s solution.

11. “AutoSP” means a managed cloud cost savings module within OpsNow specialized for AWS Savings Plans.

12. “AutoRI” means a fully automated, managed cloud cost savings module within OpsNow specialized for AWS Reserved Instances for certain eligible EC2 instances.

13. “POC” or “Proof of Concept” means a short-term, limited-scope engagement designated as such in a Relevant Order or SOW, typically provided at no cost or reduced cost for evaluation purposes.

14. Client or Company is individually referred to as “Party” and collectively as “Parties.”

2. Contract Price and Payment Terms

1. The payment terms and amount shall be according to the Relevant Order between Client and Company.

2. If Client does not pay any undisputed invoice due in accordance with the terms of Relevant Order, Company may elect to charge Client a late payment fee at the rate of 1.5% per month (or the amount that the relevant CSP(s) charges, or the highest rate permitted by law, if less) on all late payments until the amount due is paid in full.

3. Scope of the Agreement

1. Company, Client, GCP, AWS, and Microsoft are independent contractors under this Agreement.

2. Client shall comply with all relevant laws and regulations while using the Services.

3. Client shall accept the relevant terms of service required by CSP(s) which may include Google Cloud Platform Terms of Service, AWS Terms of Service, and/or Microsoft Terms of Service.

4. Client and Company may not assign or dispose of their rights and obligations of this Agreement to a third party without the other party’s prior written consent.

4. AutoRI

1. Service fee: Company shall charge Client 25% of monthly savings achieved by AutoRI. Company will not charge any fee if no savings are realized for any given month. The monthly savings will be calculated as ‘Estimated monthly on-demand spending’ – ‘actual monthly spending with discount’.

2. No risk guarantee: Company shall pay Client monthly net losses from the reserved instances caused by AutoRI within 30 days from the last day of that month. Company will not pay for any loss if the loss is caused by (1) more than 30% reduction in the Client’s total monthly EC2 usage for that month compared to the previous month or (2) additional AWS Reserved Instances or Savings Plans directly purchased by Client.

3. Eligibility: Client’s eligibility to participate in the AutoRI program will be determined solely by Company and the algorithms developed by Company based upon Client’s AWS usage and other relevant factors.

4. Ownership of RIs upon termination:

• Upon any termination of this Agreement or Relevant Order, the Client shall continue to own all of the AWS Reserved Instances including the ones that have been managed by AutoRI.

• The Client may opt out from the ownership of RIs by providing a written notice to the Company within 5 business days from the date the notice of termination was provided to the Company. If the Client chooses to opt out from the ownership of RIs, the Company shall have 45 days from the date the Company received the written opt out notice from the Client to sell the existing RIs managed by AutoRI in AWS RI Marketplace. (the “Wind-down Period”) For clarity, this opt out only applies to the RIs that were purchased and managed by the Company under the AutoRI program.

• After the Wind-down Period, upon Client’s request, the Company will purchase any remaining, unsold RIs through the AWS RI Marketplace.

• During the Wind-down Period, if the Client disconnects its AWS account(s) from OpsNow, revokes the role ARN provided to the Company or its platform(s), transfer billing, or performs any action that may prevent or hinder the Company from selling the RIs, the opt out notice will be void and the ownership of any and all remaining RIs will remain with the Client.

5. AutoSP

1. Service fee: Company shall charge the Client 25% of monthly savings achieved by AutoSP. Any realized monthly savings will be provided as a discount off the monthly invoices. Company will not charge any fee if no savings are realized for any given month. The monthly savings will be calculated as ‘Estimated monthly on-demand spending’ – ‘actual monthly spending with discount’.

2. Eligibility: The Client’s eligibility to participate in the AutoSP program will be determined solely by the Company and the algorithms developed by the Company based upon the Client’s cloud usage and other relevant factors. The Client must transfer billing to the Company in order to participate in the AutoSP program. It may take up to 30 days to confirm the Client’s eligibility after the Client’s account(s) is fully transferred to the Company’s billing and linked to OpsNow.

3. Management of commitments and savings: At the Company’s sole discretion, the Company will purchase and manage AWS Savings Plans or other commitment products on behalf of the Client at no risk to the Client. Company may purchase, move, or change commitments to other accounts under the Company’s management for risk mitigation or other business purposes at the Company’s sole discretion. The Client may change the Client’s workloads at any time but may not purchase additional Savings Commitment Products (e.g., AWS Reserved Instances or Savings Plans for Compute/EC2). Client agrees and accepts that purchasing such additional Savings Commitment Products may result in loss of discounts or additional costs and the Company is not liable for such loss or additional costs.

4. Ownership of Savings Plans upon termination: Upon any termination of this Agreement or Relevant Order, the ownership of AWS Savings Plans under AutoSP will remain with the Company unless agreed otherwise by both parties in writing. For clarity, Client will continue to own any commitment(s) made by Client outside of AutoSP.

6. Managed Services

1. Except as excluded by Section 12 for POCs, for Client using Company's GCP billing services, Company may provide the following complimentary managed services:

   1. Basic ticket-based incident response services via Company's ticketing platform (SLA and RACI)

   2. Basic monitoring services.

   3. Basic cloud consumption monitoring and FinOps consultations.

7. Confidentiality

1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, the Parties agree that (i) the Client’s Confidential Information includes non-public portions of the Client Data; (ii) the Company’s Confidential Information includes non-public information regarding the Services; and (iii) Confidential Information of each party includes the terms of this Agreement, pricing and other terms set forth in insertion orders hereunder, as well as marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

2. The Receiving Party shall: (i) protect the Disclosing Party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but at a minimum, reasonable care; (ii) limit access to Confidential Information of the Disclosing Party to its and its Affiliates’ employees and contractors who need access for purposes consistent with this Agreement and who have agreed in writing to keep it confidential; (iii) not use, disclose, reproduce, or dispose of the information for any purpose other than to perform the Services; and (iv) destroy or return all information to the Disclosing Party upon expiry or termination of this Agreement, except that (a) The Client may retain and use internally in accordance with the license grant to use the Services such information as is provided to the Client through the Client’s use of the Services, and (b) each party may retain information received from the other party solely as necessary for preservation of legal and business records, provided that all such retained information otherwise remains subject to all terms and conditions set forth in this Article.

3. The Receiving Party may disclose the Disclosing Party’s Confidential Information when and to the extent required by law, regulation or court order, but only after it, if legally permissible: (a) notifies the Disclosing Party prior to the disclosure; (b) permits the Disclosing Party to seek measures to maintain the confidentiality of its Confidential Information; (c) and gives the Disclosing Party an opportunity to challenge the disclosure.

4. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief without the necessity of showing actual monetary damages.

5. Company and Client shall not disclose the business secrets of the other party found during conclusion and implementation of this Agreement to a third party without the prior written consent of the other. The trade name or logo of the other party does not constitute a trade secret, and the Parties may use it for promotional purposes, but the use thereof shall not impair the reputation of the other party.

6. If Company or Client violates Paragraph 1 of this Article, the other party may claim compensation for the damage caused thereby.

7. The contents of this Article shall remain valid for one year after the termination of this Agreement.

8. Term and Termination

1. This Agreement shall remain in effect for the duration of Relevant Order plus any renewal terms. After expiration, the term shall automatically renew annually unless terminated earlier pursuant to the terms of Relevant Order.

2. Client may by written notice to Company, earlier terminate this Agreement upon the occurrence of any of the following: (a) Forthwith if the Company commits any material breach of any term of this Agreement (which in the case of a breach capable of being remedied) shall not have been remedied within fifteen (15) business days of a written request to remedy the same; or (b) Forthwith if the Company is adjudicated a bankrupt or a petition of bankruptcy is filed against it.

3. Company may temporarily suspend Services or immediately terminate this Agreement if Client fails to pay Company any undisputed invoice amount for more than 30 days after the due date.

4. Any termination of this Agreement pursuant to the terms of this Agreement shall be without prejudice to any other rights or remedies the Client may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of the Client nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

9. Governing Law and Settlement of Disputes: 

The Agreement shall be governed by and construed in accordance with the laws of New York. Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Rules. The tribunal will consist of one (1) arbitrator. The seat of arbitration will be New York, New York, USA The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

10. Intellectual Property: 

1. Company Ownership. Company retains all right, title, and interest in and to the Services, the OpsNow platform, the AI Models (including any improvements, tunings, or derivative works resulting from the Services), the Software, and all related documentation and intellectual property rights (collectively, "Company IP"). Nothing in this Agreement transfers ownership of Company IP to Client.
2. Client License. Subject to payment of applicable fees (if any), Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Client’s internal business purposes during the Term.
3. Client Data. Client retains all ownership rights to the data, video feeds, and content provided to Company ("Client Data"). Client grants Company a worldwide, royalty-free license to use, host, and process Client Data solely for the purpose of providing the Services, improving Company’s AI models, and performing obligations under this Agreement.
4. Non-Infringement Warranty. Company hereby represents and warrants that the Services, as delivered by Company, do not infringe any third-party intellectual property rights (including trade secrets, copyrights, or patents).

11. Limitation of Liability

1. Notwithstanding any provision contained in this Agreement to the contrary, except as provided in Section 12-7 POC Liability Cap for POCs, the aggregate liability of damage for any and all claims, demands, costs, losses, damages or other potential or actual expenses which are in any way related, directly or indirectly, to the execution, performance or subject matter of this Agreement or Relevant Order shall not exceed the amount the Client paid in the month immediately prior to the month during which such damage was claimed.

2. If any party defaults in any of its obligations under this Agreement, the non-breaching party will be entitled to recover from the breaching party only the actual and direct damages that the non-breaching party may incur on account of such breach.

3. Neither party will be liable to the other party for any indirect, incidental, special, consequential or exemplary damages, even if a party has been advised of the possibility of such damages.

12. Proof of Concept (POC) Specific Terms

1. Applicability. The terms of this Section 12 apply solely to Services designated as a “POC” or “Proof of Concept” in the Relevant Order. In the event of a conflict between this Section 12 and other sections of this Agreement, this Section 12 shall control for the duration of the POC.

2. No Fees & Expenses. Unless otherwise specified in the Relevant Order, Company provides POC Services at no cost to Client. However, Client remains responsible for (i) reasonable travel and lodging expenses incurred by Company personnel upon Client’s request for onsite visits, and (ii) any hardware procurement or installation costs required for the POC.

3. Fair Usage of Cloud Resources. Company’s agreement to cover cloud data costs for the POC is subject to a fair usage policy. If Client’s data ingestion, storage, or compute usage exceeds the limits defined in the Relevant Order (or standard industry norms if undefined), Company reserves the right to throttle performance, suspend the Service, or charge Client for the overage with prior notice.

4. "AS-IS" Warranty Disclaimer. NOTWITHSTANDING SECTION 10 OR ANY OTHER WARRANTY IN THIS AGREEMENT, POC SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR EVALUATION PURPOSES ONLY. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE POC SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

5. High Risk Use & Safety. Client acknowledges that the POC Services (including Vision AI) are not designed for use in hazardous environments requiring fail-safe performance ("High Risk Activities"), such as industrial safety stops, heavy machinery control, or life-support systems. Company disclaims any liability for Client’s use of the POC Services in High Risk Activities. Client retains sole responsibility for maintaining safe working conditions and physical security on Client’s premises or factory floor.

6. Support. The Managed Services described in Section 6 and any associated Service Level Agreements (SLAs) do not apply to POC Services. Support is provided on a reasonable-effort basis during Company business hours only.

7. POC Liability Cap. Section 11 (Limitation of Liability) is modified for POC Services as follows: Company’s total aggregate liability arising out of or related to a POC shall not exceed One Thousand U.S. Dollars ($1,000.00). This limit applies regardless of the form of action, provided that this cap shall not apply to Company’s gross negligence or willful misconduct.

8. Data Retention: Upon termination or expiration of the POC, Company shall have no obligation to maintain or provide any Client Data and shall, unless legally prohibited, delete all Client Data in its systems within thirty (30) days.

13. Miscellaneous

1. The contents of Relevant Order shall be regarded as confidential matters and neither party shall disclose them without the prior written consent of the other party.

2. If any provision or part of this Agreement or Relevant Order is rendered void, illegal or unenforceable in any respect under any enactment or rule of law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3. This Agreement and Relevant Order constitute the entire Agreement between Client and Company and shall supersede all previous agreements, undertakings and oral agreement between the Parties with respect to the subject matter hereof.

4. Each Party’s obligations under this Agreement shall be suspended upon the occurrence of a force majeure event including, but not limited to, acts of God, flood, earthquake, fire, explosion, act of government, war, civil commotion, insurrection, embargo, riots, lockouts, labor disputes affecting such Party, for such period as such force majeure event may subsist. Upon the occurrence of a force majeure event, the affected Party shall notify the other Party in writing of the same and shall by subsequent written notice after the cessation of such force majeure event inform the other Party of the date on which that Party’s obligation under this Agreement shall be reinstated. Notwithstanding anything to the contrary set forth herein this Article, upon the occurrence of a force majeure event affecting either Party, and such force majeure event continues for a period exceeding six (6) consecutive months without a prospect of a cure of such event, the other Party shall have the option, at its sole discretion, to terminate this Agreement. Such termination shall take effect immediately upon the written notice to that effect from the other Party to the Party affected by the force majeure event.