These Terms of Use (these "Terms") are entered into as of the Effective Date by and between OptiCloud Inc., a Delaware corporation ("OptiCloud", "we", "our", or "us"), and the entity or individual that accepts these Terms ("Customer", "you", or "your"). OptiCloud and Customer are each a "party" and together the "parties". These Terms govern Customer's access to and use of the OptiCloud platform and related services. Please read them carefully.

A. OptiCloud operates an artificial-intelligence-powered cloud intelligence platform that reads and analyzes a customer's connected cloud data, generates cost, performance, and sustainability recommendations, and, as the customer authorizes, executes Approved Actions in the customer's cloud environment under the customer's delegated authority, whether the customer authorizes a specific change at the time of execution or authorizes a future or automated action in advance.

B. Customer wishes to access and use the Services, and OptiCloud is willing to make the Services available, on the terms set out in this Agreement.

C. By executing or accepting an Order Form, by clicking to accept these Terms, or by accessing or using the Services, Customer agrees to be bound by this Agreement, which forms a binding contract between the parties as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and intending to be legally bound, the parties agree as follows.

In this Agreement, the following capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear.

• "Agreement" means, together, any Order Form, these Terms, the Data Processing Addendum (the "DPA") where applicable, any policies incorporated by reference (including any Acceptable Use Policy or service level terms), and the Privacy Policy.
• "Approved Actions" means the optimization changes and automated actions, including suspending or disabling workloads, that Customer authorizes OptiCloud to execute in Customer's cloud environment under delegated authority. Customer may authorize an action either by approving a specific change at the time it is executed (point-in-time authorization) or by authorizing a future or automated action in advance (standing authorization), for example by configuring an automated Smart Suspend policy or schedule. OptiCloud executes only within the scope Customer has authorized and does not act beyond it.
• "Authorized User" means an individual whom Customer permits to use the Services under Customer's account.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including Customer Data (as Customer's Confidential Information) and the non-public features, models, methods, and performance of the Services (as OptiCloud's Confidential Information). Confidential Information excludes information that: (a) is or becomes public without breach of this Agreement, (b) was rightfully known to the receiving party without obligation before disclosure, (c) is independently developed by the receiving party without use of the Confidential Information, or (d) is rightfully received from a third party without restriction.
• "Customer Data" means data that Customer provides to the Services or that OptiCloud reads, receives, or derives from Customer's connected cloud accounts, including resource, configuration (such as resource names, tags, and other labels Customer applies within its own cloud environment), usage, and billing data. This term is defined consistently across these Terms, the DPA, and the Privacy Policy.
• "DPA" means the Data Processing Addendum between the parties governing OptiCloud's processing of personal data on Customer's behalf, where applicable.
• "Effective Date" means July 17, 2026, or, if later, the date of Customer's first acceptance of this Agreement as described in Section 2.1 (Acceptance).
• "Order Form" means an ordering document or online purchasing flow executed or accepted by the parties that references these Terms and specifies the Services, entitlements, and fees.
• "Privacy Policy" means OptiCloud's privacy policy, available at opticloud.com/privacy, as updated from time to time.
• "Recommendations" means the cost, performance, and sustainability suggestions and analysis the Services generate.
• "Services" means the OptiCloud platform and its functions, including the reading and analysis of Customer's connected cloud data, the generation of Recommendations, and the execution of Approved Actions.
• "Sub-processor" means a third party engaged by OptiCloud to process Customer Data on OptiCloud's behalf, including AI model providers and the cloud host, as disclosed in the Privacy Policy.

Customer accepts this Agreement in either of the following ways: (a) by executing or accepting an Order Form that references these Terms, or (b) by clicking "I agree" (or a similar affirmative control) at sign up, or by accessing or using the Services. Each method forms a binding contract as of the Effective Date.

If Customer accepts this Agreement on behalf of an entity, the individual accepting represents that they are authorized to bind that entity, and "Customer" refers to that entity.

Customer represents that it is at least 18 years old (or, for an entity, that its accepting individual is at least 18 years old) and has the legal capacity to enter into this Agreement. If Customer does not agree, Customer must not access or use the Services.

Subject to this Agreement and Customer's payment of applicable fees, OptiCloud grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for Customer's internal business purposes during the term, within the entitlements stated in the applicable Order Form.

Customer will not, and will not permit any Authorized User or third party to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying methods of the Services, except to the extent this restriction is prohibited by applicable law,
• tamper with, disable, circumvent, or attempt to circumvent OptiCloud's security lockout or any other OptiCloud security control, or access, extract, copy, reverse engineer, decompile, or otherwise attempt to derive or misappropriate OptiCloud's intellectual property, data schema, models, or methods, whether in a deployment within Customer's own cloud environment or otherwise, as further provided in Section 8.5 (Protection of OptiCloud Intellectual Property and Security Lockout),
• resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau to any third party except as authorized in an Order Form,
• exceed the licensed entitlements, including seats, connected accounts, or applicable rate limits, or circumvent any usage or security limit,
• use the Services to build or benchmark a competing product or service, or publish any benchmark or comparison of the Services, without OptiCloud's prior written consent,
• upload or transmit unlawful, infringing, or malicious content, or interfere with, probe, or penetration-test the Services without authorization,
• use the execution feature to perform any action Customer is not itself authorized to perform in its own cloud account, or
• use the Services in violation of applicable law, including export control and sanctions laws.

OptiCloud may update its acceptable use requirements from time to time. Material changes are subject to the notice mechanism in Section 15.3 (Changes to These Terms).

Customer represents, warrants, and covenants that:

• Customer owns or is authorized to connect the cloud accounts it links to the Services (for example, on Google Cloud, Microsoft Azure, and Amazon Web Services), and has authority to grant OptiCloud read access to the data in those accounts,
• each Authorized User who authorizes execution of an optimization change or automated action has authority to authorize that action in Customer's cloud environment, and OptiCloud's execution of an Approved Action at that user's direction is authorized by Customer,
• Customer is responsible for its Authorized Users' acts and omissions, for maintaining the security of its own cloud-provider accounts and credentials, and for the accuracy of the configuration and information it provides,
• Customer will comply with its own cloud providers' agreements when using the Services against those accounts,
• Customer has the right and authority to provide, and to authorize OptiCloud and its Sub-processors to process, the Customer Data it submits to or exposes through the Services, including the resource names, tags, and other configuration content Customer applies within its own cloud environment,
• Customer will not place special categories of personal data (as described under the GDPR and similar laws) or other regulated personal data into free-text fields such as resource names and tags, or into other fields not designed for such data, and Customer is responsible for the content it places in those fields, and
• Customer is responsible for the Recommendations it acts on and for the actions and automations it authorizes OptiCloud to execute as Approved Actions, whether authorized at the time of execution or in advance as a standing authorization for a future or automated action.

Resource names, tags, and other free-text configuration fields are content that Customer applies and controls within its own cloud environment, and Customer is responsible for the identifiers it places in them. Customer's breach of these warranties is subject to the indemnity in Section 12 (Indemnification).

The Services use artificial intelligence, including third-party AI model providers acting as Sub-processors, to generate Recommendations. Customer acknowledges and agrees that:

Recommendations are generated by automated means and may be incorrect, incomplete, or inaccurate. They are provided for Customer's evaluation and do not constitute professional, financial, or engineering advice.

OptiCloud makes changes in Customer's cloud environment only as Approved Actions that Customer authorizes. Customer may authorize an action either at the time it is executed (point-in-time authorization) or in advance as a standing authorization for a future or automated action, such as an automated Smart Suspend policy or schedule that suspends or disables workloads on the terms Customer configures. Customer configures and controls the scope of any automation, chooses whether to enable it, and can disable it at any time, and OptiCloud does not act beyond what Customer has authorized. Customer is responsible for independently reviewing and verifying Recommendations and for the automations it configures and authorizes.

Customer is responsible for the consequences of Approved Actions it authorizes, whether authorized at the time of execution or in advance as a standing authorization for a future or automated action, and OptiCloud executes those actions solely under Customer's delegated authority and within the scope Customer configures and authorizes.

Customer Data is sent to third-party AI model providers only to generate results for Customer (inference), and those providers do not use Customer Data to train their models. OptiCloud may use Customer Data to train its own models, including machine learning models and small language models (SLMs), that serve Customer. OptiCloud maintains strict tenant isolation, separating tenant data at all levels and boundaries, including separate databases, separate catalogs, separate machine learning models, and separate small language models (SLMs), and serving tenant-distinct models. Accordingly, any model OptiCloud trains on Customer Data is used solely for Customer's own benefit and is never used to train a model that benefits any other customer or tenant, or any generally available OptiCloud model.

OptiCloud applies data minimization to the Customer Data sent to AI model providers for inference, sending only the technical cloud data needed to generate results for Customer. Consistent with the controls in this Agreement and the Privacy Policy, OptiCloud trains any models on Customer Data only within Customer's own tenant and solely for Customer's benefit, and does not permit its AI model providers to use Customer Data to train their models (Section 5.4), engages AI model providers only as contractually bound Sub-processors under confidentiality and data protection terms, encrypts Customer Data in transit and at rest, logically isolates each customer's data, and executes changes in Customer's cloud environment only as Approved Actions that Customer authorizes, whether at the time of execution or in advance as a standing authorization (Section 5.2). Resource names, tags, and similar labels are technical configuration content that Customer applies and controls within its own cloud environment, and not information OptiCloud gathers about individuals. Any identifiers present in that content are those Customer itself has placed into fields it controls, and Customer can minimize what is processed by keeping identifiers out of those fields. Customer is responsible for the content it places in those fields and warrants under Section 4 (Customer Obligations and Warranties) that it will not place special categories of personal data or other regulated personal data into them. OptiCloud does not send Customer's authentication and security data to AI providers for inference. OptiCloud processes this content at Customer's direction and on Customer's documented instructions, solely to provide the Services. To the maximum extent permitted by applicable law, and as further provided in Section 10.2 (Disclaimer) and Section 11 (Limitation of Liability), OptiCloud is not responsible or liable for personal data that Customer places into Customer-controlled fields such as resource names and tags. The handling of Customer Data for AI processing is further described in the Privacy Policy's Data Handling for AI Processing section.

AI-related disclaimers are also surfaced at the point of use within the Services and are in addition to those in this Agreement.

OptiCloud's processing of personal data is described in the Privacy Policy at opticloud.com/privacy. Where OptiCloud processes personal data contained in Customer Data on Customer's behalf, Customer is the controller (or a processor acting for its own controllers) and OptiCloud is the processor or sub-processor, processing only on Customer's documented instructions. Where a DPA applies, it is incorporated into this Agreement and controls over these Terms with respect to the processing of personal data, including Sub-processor authorization, notice of Sub-processor changes, and the flow-down of applicable data protection obligations. The Sub-processors OptiCloud engages are disclosed in the Privacy Policy.

Customer will pay the fees stated in the applicable Order Form or the published self-serve plan. Unless stated otherwise: (a) fees are invoiced in advance, (b) payment is due within the period stated on the invoice or Order Form, and (c) overdue amounts may accrue late interest and are grounds for suspension under Section 13.3 (Suspension). Fees are exclusive of taxes, and Customer is responsible for applicable sales, use, and value added taxes, excluding taxes on OptiCloud's income.

Subscriptions renew as stated in the applicable Order Form or self-serve plan. For self-serve subscriptions that renew automatically, OptiCloud discloses the renewal interval and price at or before purchase, provides any advance renewal reminders required by law, and offers a cancellation path that is at least as easy as the sign-up process. Customer may cancel a self-serve subscription at any time before the renewal date through its account settings, effective at the end of the then-current term.

OptiCloud and its licensors own all right, title, and interest in and to the Services, the underlying software, models, methods, and documentation, and all intellectual property rights in them, including any improvements and any aggregated or de-identified analytics derived from use of the Services. No rights are granted except the limited license in Section 3.1 (License Grant).

As between the parties, Customer owns its Customer Data. Customer grants OptiCloud a limited, non-exclusive license to host, process, transmit, and display Customer Data, including processing by Sub-processors for inference as described in Section 5 (Artificial Intelligence and Automated Actions), solely to provide and support the Services and as described in the Privacy Policy.

OptiCloud does not claim ownership of the Recommendations generated for Customer and, to the extent OptiCloud holds any rights in a Recommendation as delivered to Customer, assigns them to Customer, subject to OptiCloud's ownership of the Services and the methods used to generate them.

If Customer or an Authorized User provides feedback or suggestions about the Services, OptiCloud may use them for any purpose under a perpetual, irrevocable, worldwide, royalty-free license, without obligation or attribution.

OptiCloud offers a deployment option under which OptiCloud deploys its stack within Customer's own cloud environment subject to OptiCloud's security lockout, so that Customer Data and its processing remain within Customer's own cloud environment and Customer bears the associated compute cost, while Customer does not receive direct access to the underlying data or its schema, in order to protect OptiCloud's intellectual property. OptiCloud may make such data available to Customer through API consumption or as the parties otherwise agree.

Customer will not tamper with, disable, circumvent, or attempt to circumvent OptiCloud's security lockout or any other OptiCloud security control, and will not access, extract, copy, reverse engineer, decompile, or otherwise attempt to derive or misappropriate OptiCloud's intellectual property, data schema, models, or methods. This obligation reinforces, and is in addition to, the restrictions in Section 3.2 (Acceptable Use and Restrictions). If OptiCloud discovers any such conduct, OptiCloud will pursue all available legal and equitable remedies, including injunctive relief and damages, to the maximum extent permitted by applicable law.

Confidential Information has the meaning given in Section 1 (Definitions). In this Section, the party disclosing Confidential Information is the "Discloser" and the party receiving it is the "Recipient".

Recipient will use Confidential Information only to perform under this Agreement, will protect it using at least reasonable care, and will not disclose it except to personnel and contractors bound by confidentiality obligations at least as protective as these. OptiCloud's proprietary methods and other trade secrets remain protected for as long as they qualify as trade secrets under applicable law. If compelled by law to disclose Confidential Information, Recipient will, where legally permitted, give prompt notice and cooperate in seeking protective treatment. On termination, Recipient will return or destroy Confidential Information on request, subject to routine backup retention and legal-hold obligations.

Each party warrants that it has the authority to enter into this Agreement. OptiCloud warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, RECOMMENDATIONS, AND ALL RELATED OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND OPTICLOUD DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OPTICLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RECOMMENDATION OR APPROVED ACTION WILL ACHIEVE ANY PARTICULAR SAVINGS, RESULT, OR OUTCOME. CUSTOMER IS RESPONSIBLE FOR THE RECOMMENDATIONS IT ACTS ON AND FOR THE ACTIONS AND AUTOMATIONS IT AUTHORIZES OPTICLOUD TO EXECUTE, WHETHER AUTHORIZED AT THE TIME OF EXECUTION OR IN ADVANCE AS A STANDING AUTHORIZATION.

EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 11.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO OPTICLOUD IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 11.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

The following are not subject to the cap in Section 11.1 or the consequential-damages exclusion in Section 11.2: (a) a party's breach of its confidentiality obligations, (b) a party's indemnification obligations, (c) Customer's breach of Section 3.2 (Acceptable Use) or the warranties in Section 4 (Customer Obligations and Warranties), and (d) a party's gross negligence or willful misconduct.

OptiCloud will defend Customer against third-party claims that the Services, as provided by OptiCloud and used in accordance with this Agreement, infringe a third party's intellectual property rights, and will indemnify Customer for amounts finally awarded or settled. OptiCloud may procure a license, modify the Services, or terminate the affected Services and refund prepaid unused fees. OptiCloud has no obligation for claims arising from Customer Data, Customer modifications, combination with items not provided by OptiCloud, or use outside this Agreement.

Customer will defend OptiCloud against third-party claims arising from Customer Data, Customer's breach of its authority or consent warranties in Section 4 (Customer Obligations and Warranties), Customer's violation of Section 3.2 (Acceptable Use), unauthorized use of the execution feature, or Customer's violation of applicable law, and will indemnify OptiCloud for amounts finally awarded or settled.

The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate. No settlement that imposes liability or admission on the indemnified party is effective without its consent.

This Agreement begins on the Effective Date or the date of first acceptance and continues for the subscription term stated in the Order Form, or, for self-serve, until cancelled.

Either party may terminate for the other's material breach not cured within thirty (30) days after written notice. Customer may terminate a self-serve subscription for convenience as described in Section 7.2 (Renewal and Cancellation).

OptiCloud may suspend access, in whole or in part, for non-payment, a violation of Section 3.2 (Acceptable Use), a security or authority concern, a risk to the platform or other customers, or a legal requirement. OptiCloud may suspend the execution feature specifically where a security or authorization concern arises.

On termination or expiration: (a) Customer's access ceases, (b) accrued fees become due, (c) OptiCloud will, at Customer's request and within the window stated in the applicable Order Form or DPA, make Customer Data available for export and then delete or de-identify it, consistent with the Privacy Policy's retention terms, except where retention is required by law, and (d) OptiCloud will disconnect Customer's connected cloud accounts and revoke the access tokens and credentials granted to OptiCloud.

Sections 1, 8, 9, 10, 11, 12, 13 (as to effect and survival), 14, and 15, and any accrued payment obligations, survive termination.

This Agreement, and any dispute or claim arising out of or relating to it or its subject matter or formation, is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") through informal negotiation. A party asserting a Dispute will send the other party a written notice of dispute (a "Notice of Dispute") describing the nature and basis of the Dispute and the specific relief sought. Following delivery of a Notice of Dispute, the parties will negotiate in good faith for a period of thirty (30) days. Completion of this informal-resolution process is a condition precedent to commencing arbitration or litigation, except that either party may seek the interim or equitable relief described in Section 14.5 (Exceptions and Carve-outs) at any time. Any applicable limitations period and any arbitration filing deadline are tolled while the parties comply with this Section 14.2.

Except for the matters described in Section 14.5 (Exceptions and Carve-outs), any Dispute not resolved under Section 14.2 (Informal Resolution) will be finally settled by binding arbitration on an individual basis, and not on a class, collective, or representative basis. The arbitration will be conducted before a single neutral arbitrator, administered by a nationally recognized arbitration administrator in accordance with that administrator's then-current rules for commercial disputes, as modified by this Section 14. Unless the parties agree otherwise, the arbitrator will be selected by the mutual agreement of the parties or, failing agreement within a reasonable period, in accordance with the administrator's rules. The seat and location of the arbitration is Wilmington, Delaware, and the arbitration will be conducted in the English language. The arbitrator has exclusive authority to resolve any Dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, except that a court of competent jurisdiction, and not the arbitrator, will decide any question concerning the validity or enforceability of the class, collective, and representative action waiver in Section 14.4 (Class Action and Jury Trial Waiver). The arbitrator's award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and attorneys' fees except to the extent the administrator's rules or applicable law provide otherwise.

To the maximum extent permitted by applicable law, each party waives any right to bring or participate in any Dispute as a plaintiff or class member in any purported class, collective, consolidated, private-attorney-general, or other representative proceeding. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class or representative proceeding, and any relief awarded may not affect any OptiCloud customer other than the parties to the arbitration. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. If the class, collective, and representative action waiver in this Section 14.4 is held unenforceable as to a particular claim or request for relief, that claim or request will be severed and adjudicated in a court of competent jurisdiction under Section 14.6 (Venue), while the remaining claims proceed in arbitration.

Nothing in this Section 14 prevents either party from: (a) seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, or the breach of the confidentiality obligations in Section 9 (Confidentiality), or (b) bringing an individual claim in a small-claims court of competent jurisdiction, if the claim qualifies and proceeds on an individual, non-representative basis. A party's pursuit of the interim or equitable relief described in this Section 14.5 is not a waiver of, and does not otherwise affect, the arbitration agreement in Section 14.3 (Binding Arbitration).

For any Dispute not subject to arbitration, and for any action to compel arbitration, to confirm or enforce an arbitral award, or to obtain the equitable relief described in Section 14.5 (Exceptions and Carve-outs), the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. Each party waives any objection to jurisdiction or venue in those courts, including any objection based on inconvenient forum.

If an Order Form contains negotiated dispute-resolution terms, including a different governing law, forum, or arbitration arrangement, those terms control over this Section 14 with respect to Disputes under that Order Form, in accordance with the order of precedence in Section 15.2 (Order of Precedence).

This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements on that subject.

In the event of conflict, the following order controls: (a) the Order Form, (b) the DPA, (c) these Terms, (d) any policies incorporated by reference (such as an Acceptable Use Policy or service level terms), and (e) the Privacy Policy.

OptiCloud may update these Terms. For material changes, OptiCloud will provide notice by email or through the Services. For self-serve customers, continued use after the changes take effect constitutes acceptance. For Order Form customers, the version in effect at the start of the then-current term controls for that term unless the parties agree otherwise in writing.

Neither party may assign this Agreement without the other's consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all assets. This Agreement binds and benefits permitted successors and assigns.

No waiver is effective unless in writing. If any provision is held unenforceable, the remainder stays in effect and the provision is reformed to the minimum extent necessary to make it enforceable. The parties are independent contractors, and this Agreement creates no partnership, agency, or third-party-beneficiary relationship. Neither party is liable for delay or failure due to causes beyond its reasonable control (force majeure). Notices to OptiCloud may be sent to support@opticloud.com, and notices to Customer may be sent to its account contact. Customer will comply with applicable export control, sanctions, and anti-corruption laws.

Questions about these Terms may be directed to support@opticloud.com. Privacy questions may be directed to privacy@opticloud.com.

This Agreement is offered by OptiCloud Inc., a Delaware corporation.