Terms of Services

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  HYPERLINK "http://www.north.inc" 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

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.

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.

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.

Flex, Flex Instance, Flex Plan, Flex Reservations Flex (Flex CUD, Flex RI, Flex, Flex Plan(s)). Discounts that are bought 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.

Project. Refers to the Client’s Google Cloud Project or AWS Project (also can be referred to as folder). GCP organizes resources underneath projects, which are underneath “GCP Billing Accounts”. North will refer to projects by project name, which will be what the Client names their project in GCP/AWS.

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

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.

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.

Client Obligations. Client shall:

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;

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;

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;

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;

pay any and all fees that have been communicated to them by North, in due time & manner;

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;

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

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.

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.

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.

Term and Renewal. North defines the term of service as the matched term “start date”

“end date” of the 3-year Flex/reservations between Client and the Cloud Provider. FlexInstance (Flex, Flex Savings Plan, Flex CUD, Flex RI) can be renewed with the same service & protection plan if the resource is purchased through North, with the same & consistent “saving fee” from the initial deal. Client understands that North can also shift coverage or RIs or CUDs to cover Client accounts ad hoc, as long as pricing is not affected. Specifically, this refers to the Client and North entering a 3-year agreement, but North using CUDs/RIs that have less than a 3-year term. North is responsible for reserving the right reservations from the Cloud Provider over the 3-year term that access the agreed-upon discounts Client side.

Termination by North. In addition to any remedies that may be provided under these Terms, North may terminate these Terms with immediate effect upon written notice to Client, if Client:

fails to pay any amount when due under these Terms;

has not otherwise performed or complied with any of the terms of these Terms, in whole or in part; or

becomes insolvent, files a bankruptcy petition, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

North reserves the right to limit exposure for North in any way shape or form if the Client is acting in any malicious way. Both organizations are to treat each other as valued business partners, crucial to each other’s mutual growth & success, any failure to do so will allow North to cancel this agreement and subsequent Services.

Service Alterations; Termination by Client. North will allow for any reduction request to be fulfilled within 30 days of the Client making that request for requests that result in $10,000 or less of service, this includes full-service cancellations. For reductions that result in over $10,000 in monthly value/cost, North reserves the right of up to 120 Days to remediate that request. The time between the Client making any reduction request and such request being fulfilled will be known as the “handoff window”. Client agrees that reduction requests must match the format and normalization factors in which the reservation was originally made. The Client agrees that any change or cancellation request can only be fulfilled if the Client is still within North AWS Consolidated Billing/Management Group for companies using North’s consolidating billing version known as “startup”. Clients will be responsible for paying all charges associated with this action.

Consumption Models. Whether a Client constitutes a “Autopilot” or an “enterprise/savings pods” will be a North’s sole reasonable discretion.

“Autopilot” Consumption Model. Both AWS and GCP-managed programs come as Billing Managed Services from North. This includes consolidated billing from North to the Client for their cloud usage. Client agrees that North has no control or responsibility for any unplanned or unexpected charges from the Cloud Provider and any disputes will be made to the applicable Cloud Provider directly, without impact to North. Any disputes that end in credits or billing changes from the Cloud Provider to the Client will be reflected in future billing statements and all current bills/invoices from North will need to be paid on time as per these Terms. North manages the billing layer of Client accounts only, and does not provision, access, change, or manage infrastructure, networking, data or other policies within the Client VPC. North reserves the right to also manage/reserve CUDs/credits/RIs/Savings plans and any other cost savings plans from the Cloud Providers for the Client, on their behalf with their consent at the time of reservation.

“Enterprise” Consumption Model. North also supports clients who want to keep their cloud usage billing direct with the Cloud Provider, through our program labeled & marketed as “enterprise or savings pods”. In this program, the Client understands that they are buying AWS savings plans and/or Reserved Instances, and Google Cloud CUDs through North. Client understands they will be billed for monthly amortized costs or any usage & licensing costs directly with their Cloud Provider. North is in charge of monitoring the effectiveness of these savings reservations and billing 20% (or other agreed monthly savings fee) of the net savings achieved by these reservations vs. the on-demand equivalent. The Client also understands that these savings reservations are covered by the North Flex program and can be returned or altered only according to these Terms. All parties understand North owns these “member accounts” in which the reservations are made, and no further cloud usage is to be made without the Client’s agreement. Any usage or charges within and only within North-owned member accounts, that are outside of the scope of Client’s purchase agreement are to be covered by North.

Payment Terms.

Fees. Pricing and fees are calculated by using net list unit cost projected at a consistent usage rate (in hours, minutes used per month etc.) and what the new cost under FlexInstance (Flex CUD, Flex RI)s would be using the same parameters. This delta (“savings”) is what North uses as “savings” to total fees. North offers savings plans and managed discounting services for both AWS & GCP. If such Cloud Provider changes their

buying plans, models or incentive programs these Terms are subject to change. Specifically, North acts as a reseller and agent within both the Cloud Provider channel markets, so any changes in these programs can result in a change in North’s ability to provide the Services. Fees can and will be finalized and referenced on an order form(s) between Client and North. In the absence of a signed order form, the below fee structure will be billed to the Client.

Savings Fees for Compute Savings Plans, Reserved Instances in AWS. 15% Net Savings Achieved Per Month off of List Price or on-demand equivalent.

Savings Fees for Compute Savings Plans for AWS Clients (Covering Ec2, Lambda, Fargate, ECS, and any additional products covered by North): 20% Net Savings Achieved Per Month off of List Price or on-demand equivalent.

Savings Fees for Google Cloud Clients (Covering CUDs for Compute Engine, GKE, Cloud SQL, and any additional products covered by North): 20% Net Savings Achieved Per Month off of List Price or on-demand equivalent.

Realignment Fees and Credits. Client and North understand and agree that as part of the managed billing consolidation system, a Cloud Provider may from time to time apply discounts to the account or sub-account of Client in the North billing group that didn’t make the reservation, originally. North will monitor and share any requested information with Client if disputes arise, and will always assign any realignment fees or credits to ensure all Client receive the proper discounting in the spirit of the Flex Plan(s) or Flex Reservation(s) made by the Client. To that end, North reserves the right to add on realignment fees in the event of additional and unplanned discounting credits being applied to Client invoices that are outside the maximum reservation of their monthly flex savings plan, and not via reservations made by or otherwise owned by the Client. Such fee will be equal to the services billed outside of the flex reservation savings plan maximum at the on-demand rate from the Cloud Provider, or what would have been the normalized rate charges by the Cloud Provider should a Client not be in the North billing group. North reserves the right to add on realignment credits in the event of minimum flex savings plan credits not being received during a given month’s bill. Such credit will show as an additional one-time discount to apply the equivalent discounting credits that said account should be receiving given their flex savings plan reservation.

Invoices. Invoices will be issued by the 15th of each month for the prior month’s cloud usage, fees, savings fees, taxes and any/all fees the Cloud Provider assigns to Client’s account. Invoices must be paid within ten (10) days of issuance, unless otherwise directed by North. Failure to pay invoices, or consistently pay invoices on time can result in North eliminating Client from service, in which any/all unpaid fees, invoices, savings plans/reservations will be billed to such Client, and require immediate payment.

Late Payments. In the event payments are not received by North after becoming due, North may:

charge interest on any such unpaid amounts at a rate of 1% or total past due bill per month for “startup/autopilot” Clients and 5% of past due invoice per

month for “enterprise” Clients, or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and

(ii) suspend performance for all Services until payment has been made in

full.

Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

Section C – General Terms.

Intellectual Property. Both parties are permitted to use each other’s logos solely for website marketing of the business relationship. If either party wishes to opt out of this, they can do so at any time with written notice. No intellectual property rights, including copyrights, patents, inventions (whether patentable or not), trademarks, service marks, trade secrets, logos, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) will pass from North to the Client in the course of performing the Services.

Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of all non-public, confidential or proprietary information (the “Confidential Information”) of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to the Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, before any disclosure of Confidential Information to such employees.

Disclaimer of Warranties. NORTH MAKES NO WARRANTY WHATSOEVER

WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Indemnification. North shall hold Client harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided North is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; North will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by North, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by North, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by North to be infringing, North

may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement substantially similar features and functionality, (b) option for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate these Terms and Client’s rights hereunder and provide Client a refund of any prepaid, unused fees for the Service.

Limitation of Liability.

IN NO EVENT SHALL NORTH BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NORTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL NORTH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO NORTH IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Section D – Additional Terms

Waiver. No waiver by North of any of the provisions of these Terms is effective unless explicitly outlined in writing and signed by North. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure. North will not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts beyond North’s reasonable control, including, without limitation, the following force majeure events (each a “Force Majeure Event”): ( acts of God; ( natural disaster, epidemic, or pandemic; ( war or other civil unrest; ( government order, law, or action; ( strikes, labor stoppages or other industrial disturbances; ( telecommunication breakdowns, power outages or shortages; and ( other similar events beyond the reasonable control of North. North will resume the performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure Event.

Assignment. Client shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of North. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under these Terms.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. Any dispute between the Parties regarding these Terms will be subject to the exclusive venue of the state and federal courts in New York County, New York. The Parties hereby consent to the exclusive jurisdiction and venue of such courts.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in an order form or to such other address that the receiving party in writing may designate. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only

upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction and the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms including, but not limited to, the following provisions: Confidentiality and Survival.

Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.