1. Offerings; License Model. Cloud Cost Optimization is available in the following offerings as set out below and subject to the corresponding license model.

    Offering

    License Model

    Cloud Cost Optimization

    Licensed based on:

    • for Public Cloud Infrastructure Services, the aggregate amount of Public Cloud Spend, measured on an annual basis; and
    • for Private Cloud Infrastructure Services, the number of Servers managed by Cloud Cost Optimization
  2. Definitions.
    2.1. Cloud Infrastructure Service means the compute capacity, data storage, data transmission, network and related infrastructure services made available by Customer, a cloud infrastructure service provider or any other third party.
    2.2. Device means any Server, including both physical and virtual machines, for which any function is performed using Cloud Cost Optimization, including but not limited to scanning, delivering, installing, updating, migrating, or repairing any computer program or data file; or scanning, monitoring, tracking, or reporting on the status or history of any software or hardware components or software licenses on or used by the Device. A list of common examples of Devices can be found at flexera.com/legal/device-examples. The number of Devices required to be licensed by Customer is the highest number of Devices being managed by the Product at any single point in time. Example: if Licensee is licensed for 10,000 Servers and it removes 100 Servers from being managed by the Product, but later adds 100 Servers, it would not be required to license additional capacity; however, if Customer is licensed for 10,000 Servers and it adds 100 Servers to be managed by the Product, but later removes 100 Servers, it would be required to be licensed for 10,100 Servers.
    2.3. Private Cloud Infrastructure Service means any Cloud Infrastructure Service that is not a Public Cloud Infrastructure Service.
    2.4. Public Cloud Infrastructure Service means a Cloud Infrastructure Service that resides on a third party’s data center, including but not limited to Amazon Web Services, Microsoft Azure, and Google Compute Platform, Alibaba Cloud, IBM Cloud and Oracle Cloud Platform (any such third party shall be a “Public Provider”).
    2.5. Public Cloud Spend means the total amount of cost from Public Cloud Infrastructure Services that Customer processes via Cloud Cost Optimization as set forth in any applicable cost data including, without limitation, any taxes, credits, support and other billing data included in the Public Providers’ invoices.
    2.6. Server is any Device running a server-based operating system.
  3. Cloud Infrastructure Services. Customer is responsible for selecting one or more Cloud Infrastructure Services. Customer understands and agrees that the full benefits of Cloud Cost Optimization may not be available if Customer does not elect to use a Cloud Infrastructure Service that is not listed in the Documentation. Flexera will provide reasonable technical support designed to enable interoperability between Cloud Cost Optimization and the features of Cloud Infrastructure Service specified in the Documentation.
    3.1. Public Cloud Infrastructure Services. If Customer intends to use Cloud Cost Optimization to manage its Public Cloud Infrastructure Services, it is licensed based on the aggregate amount of Public Cloud Spend, measured on an annual basis. Customer hereby authorizes Flexera to access and review Customer’s Public Cloud Infrastructure Service invoices for the purpose of providing and making available Cloud Cost Optimization for Public Cloud Infrastructure Services. Customer will be required to license additional capacity as soon as it exceeds its License Level. Further, if Customer has elected a multi-year Subscription Term, for each year after the first year of the Subscription Term the License Level will be the greater of (i) the previous year’s License Level or (ii) the annualized value based on actual Public Cloud Spend processed in the last three months of the immediately preceding year of the Subscription Term, plus any material events known to Customer that may affect usage in the following year.
    3.2. Private Cloud Infrastructure Services. If Customer intends to use Cloud Cost Optimization to manage its Private Cloud Infrastructure Services, it is licensed based on the number of Servers managed by Cloud Cost Optimization. Customer will be required to license additional capacity as soon as it exceeds its License Level.
  4. Internal Use. The license granted hereunder is for Customer’s (including Affiliates) internal use. Management of any third parties’ estate shall require a Service Provider license.
  5. SaaS. For the purpose of the Agreement, Cloud Cost Optimization is SaaS.