1. PURPOSE AND SCOPE

These OLA Terms and Conditions (“OLA Terms”) govern the provision of AWS Optimization and Licensing Assessment services (“OLA Services”) by Remapped and or its affiliates (Remapped).

These OLA Terms form part of the Applicable Terms and apply in conjunction with any relevant project documentation, including any OLA Project Scoping Document.

2. PROVISION OF SERVICES

2.1 Remapped shall be responsible for, and shall control, the day-to-day operation of personnel assignments and the management of its staff in accordance with its standard operating procedures.

2.2 Remapped may perform the OLA Services directly or through affiliates, partners, or subcontractors, and shall remain responsible for the performance of such services.

2.3 Where OLA Services are delivered using the Remapped platform, access to and use of the platform shall be governed by the applicable Software Terms, which shall prevail in case of conflict with respect to platform use.

2.4 The scope, methodology, and deliverables of each OLA engagement shall be defined in the applicable project documentation.

3. CONFIDENTIALITY

3.1 All non-public, confidential or proprietary information disclosed by either Party (“Confidential Information”), whether disclosed orally or in written, electronic or other form, shall be treated as confidential.

3.2 The receiving Party shall:

(a) protect such Confidential Information using at least the same degree of care as it uses for its own confidential information, and in no event less than reasonable care;

(b) use such Confidential Information solely for the purposes of the OLA Services; and

(c) not disclose such Confidential Information to any third party except as permitted under the Applicable Terms.

3.3 Confidential Information shall not include information that:

(a) is publicly available without breach;

(b) was lawfully known prior to disclosure; or

(c) is independently developed without use of the Confidential Information.

3.4 To the extent applicable, confidentiality obligations shall be governed by the Applicable Terms, including any mutual non-disclosure agreement.

4. INTELLECTUAL PROPERTY AND DATA RIGHTS

4.1 The end Client retains ownership  of the data provided in connection with the OLA Services (“Client Data”).

4.2 Remapped and its licensors retain all rights, title and interest in and to:

(a) the Remapped platform and related technology;

(b) all methodologies, tools, models, and analytical frameworks; and

(c) any data generated through the processing of Client Data, including structured, transformed, aggregated, anonymized, de-identified, and derived data.

5. OUTPUTS AND DISCLAIMERS

5. 1 All reports, analyses, and recommendations (“Outputs”) are provided solely for internal informational purposes and may not be:

(a) used for production reliance or external distribution without authorization;

(b) used to develop, benchmark, or support competing solutions; or

(c) used, directly or indirectly, to train or improve any artificial intelligence, machine learning, or similar system.

5.2 Outputs do not constitute legal, audit, or financial advice and are not binding on any third party, including software vendors.

5.3 Remapped does not warrant that Outputs are error-free or complete

5.4 The Partner or its Client shall not use, reproduce, extract, or exploit any Outputs or underlying data in a manner intended to replicate or substitute the Service or any part thereof.

6. WARRANTIES

6.1 Remapped warrants that: (a) it has the necessary rights to provide the OLA Services; (b) it is not subject to any conflicting obligations; and (c) the OLA Services will be performed in a professional and workmanlike manner consistent with the applicable project documentation.

6.2 EXCEPT AS SET FORTH IN THIS SECTION, REMAPPED EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO (A) ANY WARRANTY THAT THE SERVICES, ARE OR WILL BE ERROR-FREE, UNINTERRUPTED OR COMPATIBLE WITH ALL EQUIPMENT AND (B) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES. ALL OF THE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

LIMITATION OF LIABILITY:

6.3 REMAPPED SHALL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES IN ANY EVENT EVEN IF ADVISED BEFOREHAND OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, REMAPPED’S AGGREGATE LIABILITY FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND INCLUDING THAT WHICH MAY BE DUE TO REMAPPED’S ACTUAL OR ALLEGED NEGLIGENCE, SHALL NOT EXCEED THE AMOUNT OF ALL MONIES PAID BY AWS TO REMAPPED IN CONNECTION WITH THIS OLA PROCEDURE.

7. DATA PROTECTION

7.1 To the extent the OLA Services involve the processing of Personal Data:

(a) Remapped shall act as a processor on behalf of the Client; and 

(b) any participating partner or third party shall act under Remapped’s instructions.

7.2 Such processing shall be governed by the applicable Data Sub-Processing Addendum (DPA), which forms part of the Applicable Terms.

7.3 For the avoidance of doubt, technical and operational data processed in connection with the OLA Services that does not constitute Personal Data shall be governed by the data provisions set out in these OLA Terms and the Applicable Terms.

8. GENERAL PROVISIONS

8.1 Waiver

Any waiver must be in writing. Failure to enforce any provision shall not constitute a waiver.

8.2 Aggregated and Derived Data 

The Client acknowledges that Remapped may generate aggregated, anonymized, de-identified, and derived data in connection with the OLA Services.

Remapped shall own such data and may use it for analytics, benchmarking, service improvement, and the development of methodologies, models, and related outputs.

8.3 Governing Law

Unless otherwise specified in the Applicable Terms or the relevant project documentation, these OLA Terms shall be governed by and construed in accordance with:

(a) the laws of the State of Delaware, where the relevant Remapped contracting entity is established in the Americas; or

(b) the laws of England and Wales, where the relevant Remapped contracting entity is established in Europe, the Middle East, Africa, Australasia, or Asia.

For the purposes of this Clause, the applicable Remapped entity shall be the entity identified in the relevant Applicable Terms or engagement documentation.