ARTICLE 1 — Relationship to Standard Terms

1.1 Incorporation of Standard Terms

These MCS Terms and Conditions (these “MCS Terms”) supplement the Innovative Standard Terms and Conditions located at https://innovativesol.com/terms (or such successor URL as may be designated by Innovative) (the “Standard Terms”), which are incorporated herein by reference. Capitalized terms used but not defined in these MCS Terms have the meanings given to them in the Standard Terms.

1.2 Scope

These MCS Terms apply to all Agreements under which Innovative provides Managed Cloud Services (“MCS Services”) to Customer. MCS Services constitute an “Engagement” as defined in the Standard Terms and are subject to all provisions of the Standard Terms applicable to Engagements generally, except as expressly modified by these MCS Terms.

1.3 Order of Precedence

In the event of any conflict between these MCS Terms and the Standard Terms, these MCS Terms shall govern, but only with respect to the specific provisions identified below as express overrides. For all matters not expressly addressed or overridden by these MCS Terms, the Standard Terms control.

1.4 General Legal Framework

The following matters are governed exclusively by the Standard Terms and are not restated in these MCS Terms: intellectual property and work product ownership (Article 3), AWS reseller services and payment obligations (Article 4), schedule (Article 6), cooperation (Article 7), acceptance (Article 8), payment (Article 9), termination (Article 10), warranties, disclaimers, and limitation of liability (Article 11), confidentiality (Article 12), data privacy (Article 13), Innovative personnel and non-solicitation (Article 14), delays, defaults, and force majeure (Article 15), intellectual property infringement indemnity (Article 16), and general provisions (Article 18).

ARTICLE 2 — MCS-Specific Definitions

The following definitions apply to these MCS Terms in addition to the definitions in Article 2 of the Standard Terms:

2.1 APM Platform

The Application Performance Management and Observability platform configured by Innovative as part of the MCS Services. As of the effective date of these MCS Terms, the APM Platform is provided through New Relic; Innovative reserves the right to change the APM provider upon reasonable notice to Customer, provided that any replacement platform provides substantially equivalent functionality.

2.2 Enrolled Accounts

All AWS accounts within a Customer’s AWS organization that are included in SaveShare management under Section 7.

2.3 In-Scope Services

The technical capabilities available to Customer as part of the MCS Services, categorized as AWS Cloud Engineering, AWS FinOps, or AWS DevOps, as described in Section 4.

2.4 MCS Time

The total hours of technical capacity and cloud support available to Customer each month under the applicable Agreement, consisting of one (1) included hour per month plus any additional hours specified on the applicable Order Form. MCS Time is used for In-Scope Services, CMP training, APM Platform training, and runbook/alert setup and configuration.

2.5 Monthly Program Savings

The monthly cost savings realized through the SaveShare program, as calculated automatically through Innovative’s SaveShare system and visible to Customer.

2.6 SaveShare Commitment Date

The last expiration date of any reserved instance (RI) or savings plan (SP) on each Enrolled Account.

2.7 Technical Account Manager (TAM)

The named Innovative representative assigned to Customer as a single point of contact between Customer and Innovative for the MCS Services.

ARTICLE 3 — Description of MCS Services

3.1 Overview

MCS Services are Innovative’s managed cloud services offering for AWS environments, providing a higher level of hands-on management, monitoring, and optimization than the Cloudline Services described in Article 5 of the Standard Terms. Customer receives the following services as part of the MCS Services:

3.2 Account Management

Innovative will assign a TAM to Customer. The TAM serves as Customer’s primary point of contact with Innovative for all MCS-related matters and is responsible for coordination, escalation, and oversight of the MCS Services.

3.3 Monitoring and Alerting

Innovative will configure and maintain a customized runbook, uptime alerts, service alerts, and billing alerts for Customer’s AWS environment. The initial setup and configuration of the runbook and alerts consumes MCS Time.

3.4 Reporting

The TAM will provide Customer with monthly management reporting covering the status, performance, and cost of Customer’s AWS environment.

3.5 Cloud Management Platform

(a) Customer has access to the Cloud Management Platform (CMP) as defined in Section 2.7 of the Standard Terms as part of the MCS Services. Customer is responsible for any associated AWS expenses or technical requirements necessary for the CMP to function.

(b) Innovative will provide Customer with login credentials and training on the CMP, up to the limits of MCS Time purchased on the applicable Order Form.

(c) CMP credentials may not be given or transferred to any third-party company, nor any individual not employed in a full-time capacity by Customer, without Innovative’s prior written consent.

(d) Customer agrees to comply with all reasonable instructions issued by Innovative when using the CMP.

(e) The CMP includes the following capabilities:

3.6 Infrastructure Monitoring and Observability (APM Platform)

(a) Customer has access to the APM Platform, configured by Innovative, as part of the MCS Services. Customer is responsible for any associated AWS expenses or technical requirements necessary for the APM Platform to function.

(b) Innovative will provide Customer with login credentials and training on the APM Platform, up to the limits of MCS Time purchased on the applicable Order Form.

(c) APM Platform credentials may not be given or transferred to any third-party company, nor any individual not employed in a full-time capacity by Customer, without Innovative’s prior written consent.

(d) Additional APM licenses may be required, at Customer’s expense, to enable specific features or workload coverage. Customer may order additional licenses through the TAM.

(e) Customer agrees to comply with all reasonable instructions issued by Innovative when administering the APM Platform.

(f) The APM Platform includes the following capabilities:

3.7 Technical Capacity and Cloud Support

Customer receives MCS Time as specified on the applicable Order Form for the In-Scope Services described in Article 4. MCS Time is available during business hours as specified in the Service Level Agreement (Article 5).

3.8 Relationship to Cloudline Services

(a) Separate Offerings. MCS Services are a separate and distinct offering from the Cloudline Services described in Article 5 of the Standard Terms. MCS Services provide a higher level of hands-on management, monitoring, and optimization than Cloudline Services, with dedicated account management, expanded service scope, and enhanced service level commitments as described in these MCS Terms.

(b) No Automatic Cloudline Enrollment. Notwithstanding Section 5.1(a) of the Standard Terms, enrollment in MCS Services does not automatically enroll Customer in Cloudline Services. Customer is not entitled to Cloudline Services unless Customer separately executes an Order Form or Agreement for Cloudline Services.

(c) Separate Support Channels. Customers enrolled in MCS Services shall direct all questions and support requests within the scope of MCS Services to their assigned Technical Account Manager, not to the Cloudline Experts on Demand line. If Customer is also enrolled in Cloudline Services under a separate Agreement, Customer may use Cloudline support channels for matters outside the scope of MCS Services.

(d) No Combination of Allocations. If Customer is separately enrolled in both MCS Services and Cloudline Services, MCS Time and Cloudline’s included monthly hour are separate allocations and are not combined or interchangeable.

3.9 AWS Account Access and Partner of Record Designation

(a) AWS Account Access. As a condition of receiving MCS Services, Customer shall provide Innovative with administrative access to all AWS accounts covered by MCS Services as described in Section 8(c). Customer acknowledges that Innovative requires such access to perform the MCS Services, including monitoring, alerting, cost optimization, and infrastructure management.

(b) AWS Partner of Record Designation. As a condition of receiving MCS Services, Customer agrees to complete, execute, and return to Innovative the "AWS MSP Proof of Management" form (or such other documentation as AWS may require from time to time) upon Innovative’s request. This form designates Innovative as Customer’s partner of record with AWS for the AWS accounts covered by MCS Services.

(c) Purpose. The partner of record designation enables Innovative to: (i) access AWS partner programs and benefits that may reduce Customer’s AWS costs or provide additional services at no charge; (ii) receive AWS support and escalation pathways for issues affecting Customer’s AWS environment; and (iii) fulfill Innovative’s obligations as an AWS Managed Service Provider partner.

(d) Effect on Customer’s AWS Relationship. Customer acknowledges that the partner of record designation may affect Customer’s relationship with AWS and any other AWS partners. The designation shall remain in effect for the duration of the MCS Services term and shall not be revoked by Customer during such term except in connection with a termination of MCS Services in accordance with Article 10 of the Standard Terms.

(e) Form Availability. The AWS MSP Proof of Management form is available at https://innovativesol.com/awsmsp (or such successor URL as Innovative may designate).

ARTICLE 4 — Scope of MCS Services

4.1 In-Scope Services

The following technical capabilities are available to Customer as part of the MCS Services, up to the limits of MCS Time specified on the applicable Order Form:

4.2 Out-of-Scope Services

(a) Any services not described in Section 4.1 are outside the scope of MCS Services (“Out-of-Scope Services”). If Customer requests an Out-of-Scope Service, Innovative will provide a custom statement of work and estimate for such services under a separate Agreement.

(b) Innovative may evaluate any Customer request and determine, in its sole discretion, whether such request is within the scope of In-Scope Services or constitutes an Out-of-Scope Service.

(c) Out-of-Scope Services include, without limitation:

ARTICLE 5 — Service Level Agreement

5.1 Express Override of Standard Terms Section 6.2

Notwithstanding Section 6.2 of the Standard Terms, the following service level commitments apply to MCS Services. This Article 5 constitutes the “express service level commitment in an Agreement” referenced in Section 6.2.

5.2 Hours of Coverage

(a) Regular Business Hours: Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, on days Innovative is open for business, excluding U.S. federal holidays.

(b) Emergency Hours: 24 hours a day, 7 days a week, 365 days a year. MCS Services are available during Emergency Hours only for tickets with a severity classification of "Critical" as defined in Section 5.3.

5.3 Ticket Severity and Response Times

Innovative will classify and respond to support tickets in accordance with the following severity levels. Innovative may validate Customer tickets and reclassify severity, in its sole discretion, based upon actual business impact and ticket characteristics.

5.4 Emergency Cloud Engineering Time

Emergency cloud engineering time beyond the scope of MCS Time may be purchased separately as described on the applicable Order Form.

5.5 SLA Measurement

Response SLA times are measured from the time Innovative receives a properly submitted ticket. Response times for Critical tickets during Emergency Hours are measured from initial submission regardless of time of day. Response times for High and Standard tickets are measured during Regular Business Hours only.

ARTICLE 6 — Term, Renewal, and Termination of MCS Services

6.1 Initial Term

The initial term of MCS Services shall be as set forth in the applicable Agreement. If no term is specified, the initial term is one (1) year from the effective date of the applicable Agreement.

6.2 Auto-Renewal

Express Override of Standard Terms Section 17.3.4(a): MCS Services auto-renew by default. After the initial term, MCS Services will renew automatically for successive Renewal Terms equal in length to the initial term, unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. The pricing, Minimum Term, and other renewal provisions of Section 17.3.4 of the Standard Terms apply to MCS renewals.

6.3 Termination

Termination of MCS Services is governed by Article 10 of the Standard Terms, including the Minimum Term and Early Termination Fee provisions of Section 10.1. For the avoidance of doubt, if Customer terminates MCS Services during the Minimum Term, the Early Termination Fee described in Section 10.1 of the Standard Terms applies.

6.4 Effect of Termination on SaveShare

If Customer terminates MCS Services, the SaveShare provisions of Article 7 are subject to their own termination mechanics as described in Section 7.7, which apply in addition to and independently of the MCS termination provisions in this Article 6.

ARTICLE 7 — SaveShare

7.1 Overview

SaveShare is Innovative’s cost savings program that optimizes AWS pricing through automated allocation of reserved instances (RIs) and savings plans (SPs) based upon Customer’s usage patterns. Customers electing to use SaveShare, as described in the applicable Agreement, are subject to this Article 7.

7.2 Authorization

(a) Customer grants Innovative authorization to manage and execute discount instruments such as RIs and SPs on Customer’s behalf, including modifications, exchanges, merges, splits, purchases, renewals, and sales.

(b) Customer retains full ownership of RIs and SPs purchased under the SaveShare program.

(c) Customer is liable for all charges associated with RIs and SPs regardless of service usage.

(d) After enrollment in SaveShare, Customer may not independently purchase RIs or SPs on Enrolled Accounts in order to maintain the integrity of Innovative’s savings algorithms.

7.3 Fees

(a) The monthly service fee for SaveShare is fifty percent (50%) of the Monthly Program Savings realized through SaveShare in that month (“SaveShare Fees”).

(b) Customer’s portion of Monthly Program Savings is provided automatically as credits on Customer’s AWS service charges. Innovative retains the difference between the total Monthly Program Savings and Customer’s portion of Monthly Program Savings as payment in full of the SaveShare Fees.

(c) SaveShare Fees are separate from, and in addition to, any Monthly Charges for MCS Services under the applicable Agreement and are not subject to the payment terms of Article 9 of the Standard Terms (as the fee collection mechanism described in this Section 7.3 constitutes the exclusive payment method for SaveShare Fees).

7.4 AWS Organizations

(a) SaveShare is available only to Customers with a dedicated AWS organization.

(b) All Customers with a dedicated AWS organization must use SaveShare. All AWS accounts within a Customer’s AWS organization must be Enrolled Accounts and included in SaveShare management.

(c) Innovative will provide dedicated organization support at no extra charge.

7.5 Customer Notification of Changes

Customer agrees to notify Innovative of any planned AWS architectural changes that may affect resource utilization patterns. Failure to disclose changes that negatively impact SaveShare performance is Customer’s sole responsibility and may reduce the Monthly Program Savings available through the SaveShare program.

7.6 SaveShare Calculations

Monthly Program Savings are calculated automatically through Innovative’s SaveShare system and are visible to Customer through the CMP or through reporting provided by the TAM.

7.7 Term and Termination of SaveShare

(a) SaveShare Term. Customer shall continue to use SaveShare for all Enrolled Accounts through the SaveShare Commitment Date (the last expiration date of any RI or SP on each Enrolled Account).

(b) SaveShare Termination Fee. If Customer terminates any Agreement or discontinues SaveShare prior to the SaveShare Commitment Date, Customer shall pay a termination fee equal to the average monthly SaveShare Fees over the preceding six (6) months (or the actual period of enrollment if less than six months) multiplied by the number of months remaining between the effective date of termination and the SaveShare Commitment Date, rounded up to the next whole month, for a maximum of twelve (12) months.

(c) Relationship to Other Termination Fees. The SaveShare Termination Fee is separate from and in addition to any Early Termination Fee that may apply to the MCS Services under Section 10.1 of the Standard Terms.

7.8 SaveShare Disclaimer

(a) No Warranty. WITHOUT LIMITING THE GENERAL WARRANTY DISCLAIMERS IN SECTION 11.2 OF THE STANDARD TERMS, SAVESHARE IS PROVIDED “AS IS.” INNOVATIVE DOES NOT REPRESENT OR WARRANT THAT SAVESHARE WILL ACHIEVE ANY SPECIFIC COST SAVINGS RESULT AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO SAVESHARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY REPRESENTATION OR WARRANTY THAT MAY ARISE THROUGH A COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER ACKNOWLEDGES THAT SAVINGS DEPEND ON CUSTOMER’S AWS USAGE PATTERNS, AWS PRICING CHANGES, AND OTHER FACTORS OUTSIDE INNOVATIVE’S CONTROL, AND THAT THE USE OF SAVESHARE MAY NOT BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.9 Customer Indemnification of Innovative for SaveShare

(a) Customer agrees to indemnify, defend, and hold harmless Innovative and its officers, members, managers, employees, agents, licensors, suppliers, resellers, and distributors from and against any and all third-party claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees, court costs, and amounts paid in settlement), penalties, interest, fines, or other amounts arising from or relating to:

(i) Customer’s violation of these MCS Terms or any Agreement with respect to the SaveShare program, including any breach of a representation or warranty;

(ii) Customer’s independent purchase of RIs or SPs on Enrolled Accounts in violation of Section 7.2(d);

(iii) Customer’s failure to notify Innovative of planned AWS architectural changes as required by Section 7.5; or

(iv) any dispute between Customer and a third party arising from the allocation, management, or performance of RIs or SPs under the SaveShare program.

(b) This indemnification obligation is in addition to, and not in limitation of, any other indemnification obligations of Customer under the Standard Terms, including without limitation Section 13.1 of the Standard Terms.

(c) Customer’s indemnification obligations under this Section 7.9 are not subject to the limitation of liability set forth in Section 11.3 of the Standard Terms.

7.10 Allocation of Risk for SaveShare

(a) Customer acknowledges that Innovative has set its charges and entered into each Agreement in reliance on the limitations of remedies and liability stated in these MCS Terms and in the Standard Terms, and that these limitations reflect an agreed allocation of risk between Customer and Innovative with respect to the SaveShare program.

(b) The limitations stated in Section 7.8, this Section 7.10, and Article 11 of the Standard Terms shall apply to any liability arising from any cause of action whatsoever related to the SaveShare program, whether in contract, tort, strict liability, or otherwise, even if a limited remedy fails of its essential purpose.

(c) If these limitations as written are not permitted by applicable law, they shall apply to the maximum extent permitted by applicable law.

ARTICLE 8 — Customer Responsibilities Specific to MCS

In addition to all Customer responsibilities set forth in the Standard Terms (including Article 7, Section 5.4, and Section 17.1), Customer is responsible for the following with respect to MCS Services:

(a) designating a primary point of contact authorized to submit support tickets, approve changes, and communicate with the TAM on Customer’s behalf;

(b) maintaining all AWS accounts covered by MCS Services in good standing, including AWS Business Support or better per Section 17.1.3 of the Standard Terms;

(c) providing Innovative with the administrative access to Customer’s AWS account(s) necessary to perform the MCS Services, including access required for the CMP and APM Platform;

(d) ensuring that any AWS expenses required for the CMP and APM Platform to function are paid by Customer;

(e) notifying Innovative promptly of any material changes to Customer’s AWS environment, including planned migrations, architectural changes, new workloads, or decommissioned resources; and

(f) complying with the credential restrictions in Sections 3.5(c) and 3.6(c) of these MCS Terms.

(g) completing, executing, and returning the AWS MSP Proof of Management form upon Innovative’s request as described in Section 3.9.

ARTICLE 9 — Express Overrides of Standard Terms

For clarity and in accordance with Section 1.3 of the Standard Terms, the following provisions of these MCS Terms expressly override or supplement specific provisions of the Standard Terms with respect to MCS Services only:

All other provisions of the Standard Terms apply to MCS Services without modification.