1. Scope. Recurring compute/storage utilization analysis and periodic (monthly or quarterly) sizing-mismatch recommendations across in-scope disclosed cloud accounts, categorized by impact/risk with historical trend data and advisory savings estimates. Distinct and independently orderable relative to FinOps (Addon 11). Excludes execution authority (no resize/terminate/modify without per-change written authorization), RI/savings-plan purchasing, vendor negotiation, performance/architectural tuning, incident response, and compliance attestation. Accounts not disclosed to Vendor are out of scope and unbilled.
2. Fees & Billing. $199.00/month per weighted asset (standard rate, subject to promotional pricing), same ITAM weight table as FinOps Addon (compute/serverless/database/endpoint = 1.0; snapshot/backup/orphaned-storage = 0.3; attached-resource/identity/network/container = 0.0), one weighted asset per discrete resource regardless of overlapping service touchpoints. Recount cadence, billing-adjustment timing, and minimum-billable-asset floor: [needs operator/legal confirmation — left open in source]. Promotional reversion (where applicable): months 1–4 40% off, months 5–6 20% off, month 7+ standard rate. Net 15 invoicing; late interest 1.5%/month; suspension trigger: [needs operator input — days past due left open].
3. Term & Termination. Term per Order Form (month-to-month if unspecified); auto-renews matching period absent notice. Cancellation via written request; effective end of current cycle if notice meets the pre-billing-date threshold [needs operator input — exact day count left open], else effective following cycle. Termination for uncured breach [cure period left open — needs operator input]; Vendor may terminate immediately, without cure, for security/integrity threats or legal requirement. Post-termination: access revoked; historical data retained per [retention period — needs operator input]; export available within a stated window, possibly fee-bearing.
4. Service Levels. Governed by incorporated SLA; Portal uptime target and maintenance window [percentage/window — needs operator input]. Recommendation generation on the ordered monthly/quarterly cadence; delayed cycle beyond a grace period [needs operator input] past scheduled date due to Vendor infrastructure failure triggers a service credit per SLA. Support response times for critical/standard issues [needs operator input]. SLA exclusions: Client-side infrastructure/credential issues, third-party cloud-API outages, AUP violations.
5. Client Responsibilities. Provide/maintain scoped read-only credentials; disclose new production accounts before or immediately upon go-live (undisclosed = out of scope, unbilled, unanalyzed, no Vendor liability for gaps). Represent accurate/complete environment scope information and update Vendor on material changes. Consent to metadata/utilization/billing-data collection for recommendation purposes, warranting all necessary underlying consents obtained. Only Authorized Contacts/Portal administrators may authorize scope changes; Vendor may rely on such instructions absent written revocation. Recommendations are advisory only — Client bears sole responsibility for evaluation, non-production testing, and execution authorization; Vendor executes nothing without explicit per-change written authorization.
6. Data Handling. Client retains ownership of all infrastructure metadata, utilization metrics, billing data, Portal notes. Vendor's use limited to Service delivery, recommendation generation, algorithm/quality improvement (aggregated/anonymized, with Client consent granted by accepting these terms), and legal compliance. Personal data (if any, e.g., cloud-identity usernames) governed by the incorporated DPA — Client provides required privacy notices. Retention period [needs operator input — left open]; deletion/anonymization within a stated window [needs operator input] post-retention or on request, absent legal-hold requirement. Confidentiality per reasonable-care mutual standard; no third-party disclosure absent legal process (with notice where permitted).
7. Third-Party Components. Depends on Client's cloud accounts and AWS/Azure/GCP API connectivity; cloud-provider ToS govern independently; Vendor not responsible for provider outages/rate-limiting/pricing changes/API discontinuation (commercially reasonable migration effort on discontinuation, with notice). Third-party pricing-catalog data incorporated into cost estimates reflects current-at-calculation vendor pricing only — not future/regional/volume-discount-adjusted; Client must confirm against its own negotiated pricing. Requires active Vantage subscription (Essential tier+) — not available standalone. No vendor endorsement or reseller relationship implied by recommendations.
8. Warranties. Limited warranty: reasonable skill/care consistent with §1 description and applicable SLA — does not extend to any specific recommendation's quality/timeliness/accuracy. Explicit advisory-nature disclaimer: no warranty that every right-sizing opportunity is identified (complex/application-specific mismatches may be missed), no warranty of realized savings (outcome depends on Client's implementation decision and external factors), no warranty against risk from acting on a recommendation (Client's sole testing/assessment responsibility), and explicit acknowledgment that Right-sizing alone does not optimize total cloud spend (FinOps addresses broader cost optimization). No third-party-beneficiary reliance permitted on outputs without Vendor's written consent. Consequential-damages disclaimer per Master §7.4.
9. Liability & Indemnification. Liability cap: greater of (fees paid for this Addon in trailing 12 months) or $500 (Schedule-specific floor per Master §7.2 — lowest floor among the Addons with stated dollar caps, reflecting this Addon's narrower, purely-advisory scope). Applies separately per Addon — does not offset caps under Client's other active subscriptions. Excluded damages per Master §7.4. Carve-outs per Master §7.3 (indemnification, payment obligations, confidentiality, gross negligence/willful misconduct/fraud, IP infringement, non-limitable-by-law matters). Client indemnifies for §5 breaches, unauthorized infrastructure modification/termination based on recommendations, and Client Data IP/privacy infringement. Vendor indemnifies IP-infringement claims regarding the Service as delivered (excluding Client Data, Client's output modification, or out-of-scope use).
10. Precedence. Signed MSA (to the extent it expressly addresses the matter) > this Schedule > Platform ToS > incorporated SLA/DPA > Platform AUP — consistent with Master §2's hierarchy, subordinating this Schedule to the MSA in the standard direction (unlike the FinOps and Cloud RMM Schedules, which asserted self-priority above the MSA). Not a standalone engagement — governed by the master MSA's term/renewal/payment/dispute-resolution framework except as expressly modified here. Amendment: material changes require 30 days' notice with cancellation right; non-material changes may proceed without notice. Confidentiality/warranty/liability/indemnification provisions survive 3 years post-termination.
