Autopilot Service Agreement

Effective date: January 29, 2024

This Autopilot Addendum (“Addendum”) supplements the Master Services Agreement (the “Agreement”) by and between VNTG, Inc. (“VNTG”) and the customer entity that is party to the Agreement (“Customer”). This Addendum incorporates the terms of the Agreement, and any terms not defined in this Addendum shall have the meaning set forth in the Agreement.

1. I. AUTOPILOT PROGRAM
   1. 1.1 Service. Customer hereby authorizes VNTG to provide VNTG’s Autopilot program (as further described below) (“Autopilot”) in accordance with this Addendum and each applicable Order Form that is expressly entered into pursuant to the Agreement. VNTG shall provide Autopilot to Customer and Customer’s affiliates (“Affiliates”) pursuant to the Agreement and each applicable Order Form. Each applicable Order Form is hereby made part of and governed by the Agreement, including this Addendum. Subject to Customer’s compliance with the terms and conditions of the Agreement, this Addendum and each Order Form (including the timely payment of all amounts payable to VNTG hereunder), during the term of the applicable Order Form VNTG shall use reasonable efforts to, on Customer’s or the applicable Affiliate’s behalf, identify and procure discounts, rebates, price allowances, promotional offers and other cost reduction programs and mechanisms related to Customer’s or such Affiliate’s cloud environment, service account or savings plan (collectively, “Discounts”) from the third-party provider set forth in the applicable Order Form (each, a “Cloud Provider”) pursuant to such Cloud Provider’s standard terms and conditions governing the applicable Discount (each, a “Cloud Provider Discount Agreement”), in each case under Customer’s or the applicable Affiliate’s account with the applicable Cloud Provider (each, an “Account”). Customer shall provide (and shall cause its Affiliates to provide) to VNTG all credentials, keys, permissions and account information (collectively, “Credentials”) reasonably requested by VNTG to enable it to provide Autopilot, including to enter into Cloud Provider Discount Agreements. Customer hereby grants to VNTG, on Customer’s behalf and on behalf of its Affiliates, a non-exclusive, sublicensable (solely to VNTG’s affiliates and contractors), transferable (solely in connection with an assignment by VNTG of the Agreement) license during the Term (as defined below) to use the Credentials and Accounts to provide Autopilot. Customer acknowledges and agrees, on its behalf and on behalf of each Affiliate, that: (a) VNTG shall enter into (and is hereby granted express authority as Customer’s and its Affiliates’ agent to enter into) Cloud Provider Discount Agreements solely on behalf of Customer or the applicable Affiliate; (b) only Customer or the applicable Affiliate, and not VNTG, will be party to, and responsible and liable under, each applicable Cloud Provider Discount Agreement; (c) only Customer and its Affiliates may use Autopilot; (d) Customer’s and its Affiliates’ use of Autopilot shall be solely for (i) their respective internal business purposes and (ii) the benefit of their respective Accounts; and (e) Customer shall not frustrate (or attempt to frustrate) VNTG’s financial benefits under this Agreement (i.e., its receipt of Discount Fees (as defined below)) by independently procuring Discounts with Cloud Providers (or any of their respective affiliates) under separate agreements after Customer or any of its Affiliates has been made aware of such Discounts as a result of VNTG’s performance hereunder. Customer shall not permit or enable any third party (other than Affiliates) to use or receive the benefit of Autopilot.
   2. 1.2 Reservation of Rights. VNTG is and shall be the sole and exclusive owner of all right, title and interest in, to and under Autopilot and related intellectual property and, except for the rights expressly granted to Customer hereunder, hereby reserves all rights to Autopilot and such intellectual property.
   3. 1.3 Feedback. Customer hereby agrees that any and all feedback, suggestions, improvements, comments and ideas that it or any of its Affiliates provides to VNTG related to Autopilot (collectively, the “Feedback”) is and shall be exclusively owned by VNTG. Customer hereby irrevocably assigns (on its behalf and on behalf of its Affiliates) to VNTG all right, title and interest in and to the Feedback.
2. II. FEES
   1. In consideration of Autopilot, Customer shall, on a monthly basis and with respect to each Discount procured by VNTG (whether such Discount is provided under the original Cloud Provider Discount Agreement procured by VNTG or any successor or other agreement Customer or any of its Affiliates enters into with the applicable Cloud Provider or any of its affiliates), pay to VNTG 5% of the Cost Reduction (as defined below) in the applicable month (the “Discount Fee”) within 30 days after the end of such month. If Customer has an active subscription account with VNTG under the Agreement, Customer hereby authorizes VNTG to calculate Discount Fees on a monthly basis and charge such Discount Fees to Customer’s credit card or other payment method on file for such account. “Cost Reduction” means the difference between (a) aggregate cloud-related costs Customer and its Affiliates would have incurred in the applicable month absent the applicable Discount and (b) aggregate cloud-related costs Customer and its Affiliates incurred in such month. Customer shall pay all Discount Fees in United States dollars. Discount Fees are non-refundable and not subject to set-off. If VNTG disputes any Discount Fee, the parties shall use commercially reasonable efforts to promptly resolve the dispute, and Customer shall pay additional amounts agreed to be due within 30 days after such resolution. Customer also agrees to pay VNTG all reasonable costs and expenses of collection, including attorneys’ fees.
3. III. TERM AND TERMINATION
   1. 3.1 Term. The term of this Addendum commences as of the Effective Date of the Agreement and continues in effect until termination of the Agreement, unless terminated earlier as set forth herein.
   2. 3.2 Suspension and Termination. (a) VNTG may suspend Autopilot under any or all Order Forms (i) in the event of, and for a period that is coextensive with, suspension by VNTG under the Agreement of any products or services provided thereunder, (ii) if VNTG believes that Customer’s use of Autopilot could adversely impact Autopilot or other VNTG customers, (iii) if VNTG suspects unauthorized third-party access to Autopilot, or that any third party is benefiting from Autopilot in violation hereof (including any applicable Order Form), (iv) if VNTG believes that such suspension is required to comply with applicable laws, rules or regulations, or (v) for any breach by Customer of the Agreement, this Addendum or any Order Form. Any suspension under clauses (ii) through (v) shall cease when the circumstances giving rise to the suspension have been resolved to VNTG’s satisfaction.
      (b) Customer may stop using Autopilot at any time by turning off the Autopilot section in the Customer Account. The terms of this Addendum shall be in effect for so long as Customer is using Autopilot. VNTG may also terminate Customer’s use of Autopilot at any time and may immediately terminate the Agreement, this Addendum, and any or all Order Forms, in the event Customer fails to pay any Discount Fees and such non-payment is not cured within seven days after written notice thereof.
   3. 3.3 Effect of Termination. Upon termination of any applicable Order Form or this Addendum, (a) Customer’s and its Affiliates’ right to use Autopilot with respect to the applicable Cloud Provider shall terminate, (b) each party shall promptly return all applicable Confidential Information of the other party to such party, and (c) Customer shall immediately pay VNTG all unpaid Discount Fees payable as of such termination in connection with such Order Form. Sections 1.1(b), 1.1(e), 1.2, 1.3, 2, 3.3, 4, 5 of this Addendum, and any terms and conditions of any Order Form which by their nature reasonably should survive termination of this Agreement, shall survive such termination.
4. IV. WARRANTIES; INDEMNIFICATION; LIABILITY
   1. 4.1 Warranties; Disclaimer. (a) Customer represents and warrants to VNTG that Customer has all consents, permissions, authorizations, qualifications, licenses and rights necessary to (A) provide, and permit access to and the use contemplated hereunder of, all Credentials and Accounts, and all other information and materials provided to VNTG to facilitate or assist in its performance hereunder, (B) authorize VNTG to procure and bind Customer and its Affiliates to Cloud Provider Discount Agreements, and (C) otherwise perform its obligations hereunder and facilitate VNTG’s performance hereunder as contemplated herein.
      (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, VNTG HEREBY DISCLAIMS AND CUSTOMER WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), INCLUDING WITHOUT LIMITATION WITH RESPECT TO AUTOPILOT (AND ANY RESULTS OBTAINED VIA AUTOPILOT), THE DISCOUNTS, THE CLOUD PROVIDERS AND THE CLOUD PROVIDER DISCOUNT AGREEMENTS. VNTG SHALL HAVE NO RESPONSIBILITY OR LIABILITY UNDER OR WITH RESPECT TO ANY CLOUD PROVIDER DISCOUNT AGREEMENT OR DISCOUNT. CUSTOMER ACKNOWLEDGES AND AGREES THAT DISCOUNTS ARE OFFERED SOLELY BY CLOUD PROVIDERS PURSUANT TO THE TERMS AND CONDITIONS OF CLOUD PROVIDER DISCOUNT AGREEMENTS.
   2. 4.2 Indemnification. Customer shall indemnify, defend and hold harmless VNTG, its affiliates, and the respective officers, directors, employees, agents and representatives of the foregoing from and against any and all liability, loss, damages, costs and expenses (including without limitation reasonable attorneys’ fees) resulting from any third-party claim, suit or action arising in connection with (a) any Discount, Cloud Provider Discount Agreement, Account or Credential or (b) Customer’s breach of this Addendum.
5. V. GENERAL
   1. 5.1 Conflicts. In the event of any inconsistency or conflict between the Agreement and this Addendum, this Addendum shall take precedence with respect to Customer’s use of Autopilot.
   2. 5.2 Records; Audit. Customer shall maintain (and ensure that its Affiliates maintain) complete and accurate records related to the calculation and payment of Discount Fees (“Records”). From time to time, VNTG or its authorized agents may examine Customer’s and its Affiliates’ Records as reasonably necessary to verify Customer’s compliance with Section 2 of this Addendum. In the event any such audit reveals an underpayment of Discount Fees, Customer shall promptly pay to VNTG (a) the amount by which Customer has underpaid VNTG and (b) the costs and expenses incurred by VNTG in performing such audit. Such payment will be without prejudice to any other remedies VNTG may have for breach of this Addendum. VNTG’s decision not to perform an audit shall not relieve Customer of its obligations under this Agreement or waive any rights of VNTG of enforcement hereunder.