This Master Reseller Agreement ("Agreement") governs the purchase and use of Google Cloud Platform ("GCP") services through Cloudasta ("Reseller"). By executing an Order Form that references this Agreement, the Customer agrees to be bound by these terms.
Cloudasta provides billing and administrative services as an authorized Google Cloud Partner. The underlying cloud infrastructure, platforms, and services are provided solely by Google.

1. Structure of the Agreement & Reseller Role
1.1. Authorized Reseller. Cloudasta acts strictly as an authorized, independent billing reseller of Google Cloud Platform services. Cloudasta is not a joint venturer, partner, or agent of Google.
‍1.2. Infrastructure Delivery. The Customer acknowledges and agrees that the GCP services are wholly delivered, supported, and provided by Google itself, not by Cloudasta.
‍1.3. Scope of Reseller Services. Unless explicitly agreed upon in a separate Statement of Work (SOW), Cloudasta does not provide technical architecture, engineering, managed support, or security administration for the Customer's GCP environment. Cloudasta's scope of service under this Agreement is strictly limited to account provisioning, discount application, and billing aggregation.
‍1.4. Administrative Access. The Customer acknowledges and consents that Cloudasta may maintain administrative access to the Customer's GCP billing subaccounts for the purpose of fulfilling its billing, provisioning, and support obligations under this Agreement.
‍1.5. Technical Support. Cloudasta provides frontline billing and account administration support. For technical issues related to GCP infrastructure, the Customer must utilize their selected Google Cloud Support plan. Cloudasta is authorized by the Customer to submit support escalations to Google on the Customer's behalf when necessary, but Cloudasta is not responsible for Google's resolution times or outcomes. For the avoidance of doubt, Cloudasta does not provide "hands-on-keyboard" technical support, code-level debugging, troubleshooting of the Customer's scripts or applications, or support for third-party software operating within the Customer's GCP environment, unless specifically engaged to do so via a separate Managed Services Agreement executed by both Parties.
‍1.6. Representation of Authority. Each Party represents and warrants to the other that: (a) it has full legal authority to enter into this Agreement; (b) the individual executing this Agreement on its behalf has been duly authorized to do so; (c) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms; and (d) entering into this Agreement does not violate any other agreement to which such Party is bound.

2. Incorporation of Google Terms (Pass-Through)
2.1. Acceptance of Google TOS. The Customer's use of GCP is governed entirely by the official Google Cloud Platform Terms of Service (available at https://cloud.google.com/terms), including the Acceptable Use Policy (AUP) and Service Level Agreements (SLAs). These Google Terms of Service are incorporated into this Agreement by reference. The Customer must accept and comply with the Google TOS prior to accessing GCP.
‍2.2. Non-Negotiable Pass-Through. The Google TOS are fixed, non-negotiable by Cloudasta, and may not be revised by either Party. Cloudasta makes no representations, warranties, or guarantees regarding Google's services that exceed those provided by Google.
‍2.3. Service Level Agreements (SLAs). All SLAs regarding uptime, availability, and performance are provided strictly by Google. Cloudasta does not offer any independent SLAs. Any SLA credits must be requested directly from Google in accordance with the Google TOS, and Cloudasta will pass through such credits only if and when successfully received from Google.
‍2.4. Data Privacy Pass-Through. The Customer acknowledges that Cloudasta, in its capacity as an authorized reseller, may have access to certain Customer billing data and account information as described in Section 1.4. To the extent Cloudasta processes any personal data on behalf of the Customer in connection with this Agreement, such processing shall be governed by the Google Cloud Data Processing Addendum (CDPA) as applicable to Resellers, which is incorporated herein by reference. Cloudasta does not independently host, store, or process Customer application data residing within the GCP environment.

3. Financial Liability & Billing Finality
3.1. Consumption-Based Billing (Arrears). GCP is an on-demand, consumption-based service. Cloudasta will invoice the Customer monthly in arrears (at the end of the billing cycle) based upon the Customer's actual usage of the Services during the preceding month.
‍3.2. Payment Terms. All invoices are strictly due Net 15 days from the date of issuance unless otherwise specified in the Order Form.
‍3.3. Billing Finality. The Customer's obligation to pay all Fees is non-cancellable. Google's measurement of the Customer's use of the Services is final. Cloudasta relies exclusively on the consumption telemetry provided by Google to calculate invoices and does not independently verify Google's metering.
‍3.4. Strict Financial Liability for Consumption. The Customer is unconditionally financially responsible for 100% of all consumption and charges incurred under their assigned GCP Billing Account(s). This absolute liability applies to all usage, regardless of whether the usage was: intended or authorized by the Customer; the result of internal Customer misconfigurations; or the result of compromised security credentials, leaked API keys, or malicious third-party activities (e.g., unauthorized cryptocurrency mining).
‍3.5. Invoice Disputes. Any invoice disputes must be submitted in writing prior to the payment due date. To the fullest extent permitted by law, the Customer waives all claims relating to Fees unless claimed within sixty (60) days after being charged. Notwithstanding any dispute, the Customer will pay the undisputed portion of an invoice when due.
‍3.6. Credit Assessment and Security Deposits. Cloudasta reserves the right, at its sole discretion and at any time, to assess the Customer's financial standing and require the Customer to provide credit references, financial information, or an upfront, refundable Security Deposit prior to provisioning Services or continuing to provide Services. If a Security Deposit is required, it will be held in escrow and applied against the Customer's final invoice upon termination of this Agreement, or used to offset any unpaid or delinquent Fees during the term.
‍3.7. Taxes. All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including, for example, value-added, sales, use, or withholding taxes. The Customer is responsible for paying all Taxes associated with their purchases under this Agreement. If Cloudasta has the legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer. Furthermore, if any taxing authority subsequently determines that Cloudasta should have collected additional Taxes with respect to any amounts paid or payable by the Customer under this Agreement, the Customer agrees to indemnify, defend, and hold harmless Cloudasta for any such additional Taxes, together with any associated interest, penalties, or governmental assessments imposed upon Cloudasta in connection therewith.
‍3.8. Late Payment Interest. Any amounts not received by Cloudasta by the applicable payment due date will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date such payment was due until the date payment is received in full. The accrual of interest does not limit any other remedy available to Cloudasta under this Agreement or applicable law.
‍3.9. Collection Costs. In the event Cloudasta is required to pursue collection of any overdue amounts, whether through legal proceedings, arbitration, or third-party collection agencies, the Customer shall be liable for all reasonable costs of collection incurred by Cloudasta, including but not limited to court costs, filing fees, and reasonable attorneys' fees, regardless of whether such collection efforts result in a judgment.
‍3.10. Right of Set-Off. Cloudasta reserves the right, at its sole discretion and without prior notice to the Customer, to apply any Security Deposit, credit balance, or other funds held by Cloudasta on the Customer's behalf against any outstanding, overdue, or disputed Fees owed by the Customer. Exercise of this right of set-off does not constitute a waiver of any other remedy available to Cloudasta.
‍3.11. Delinquency and Dunning Process. For purposes of this Agreement, a Customer account is considered "delinquent" when any undisputed invoice remains unpaid for more than five (5) calendar days beyond its stated due date. Upon delinquency, Cloudasta may, at its discretion, issue a written notice of delinquency to the Customer's designated billing contact. If payment in full is not received within five (5) calendar days of such notice, Cloudasta reserves the right to immediately suspend Services pursuant to Section 4.4 without further obligation or liability.
‍3.12. Google-Initiated Suspension. The Customer acknowledges that Google retains independent authority to suspend or terminate access to GCP services at any time, including for violations of the Google Acceptable Use Policy, suspected fraudulent activity, or other grounds set forth in the Google TOS. A suspension or termination of Services initiated by Google does not: (a) suspend, toll, or otherwise reduce the Customer's payment obligations for Fees accrued through the date of suspension; (b) relieve the Customer of any obligations under the Committed Purchase or Early Termination Fee provisions of Section 4; or (c) constitute a breach of this Agreement by Cloudasta. The Customer remains fully liable for all charges incurred through the date of any Google-initiated suspension, and the Committed Purchase term continues to run during any period of Google-initiated suspension unless and until this Agreement is formally terminated in accordance with its terms.

4. The "Committed Purchase" & Early Termination
4.1. Minimum Commitment Term. By executing an Order Form, the Customer commits to a "Committed Purchase," maintaining their GCP billing exclusively through Cloudasta for the term specified (typically a minimum of 12 months) in exchange for the specified discounts.
‍4.2. Early Termination Fee (ETF). Terminating this Agreement or transferring the GCP billing account away from Cloudasta prior to the end of the committed term constitutes a material breach. In such an event, the Customer shall immediately owe an Early Termination Fee equal to: (1) the total monetary value of all percentage discounts received from the contract start date to the termination date; PLUS (2) an amount equal to two (2) months of the Customer's historical average monthly GCP spend to date. (This amount is agreed upon by the Parties as liquidated damages for anticipated lost revenue and administrative costs, and not as a penalty).
‍4.3. ETF Calculation & Invoicing Procedure. Upon the occurrence of an early termination event under Section 4.2, Cloudasta will calculate the applicable Early Termination Fee and deliver a written ETF invoice to the Customer within fifteen (15) business days of the termination date. The ETF invoice will itemize: (a) the total value of discounts applied from the contract start date through termination; and (b) the two-month average spend amount, calculated as the arithmetic mean of the Customer's total monthly GCP charges over the lesser of (i) the full contract term to date, or (ii) the most recent six (6) months of billing history. The ETF invoice shall be due and payable within fifteen (15) days of issuance. Suspension of Services does not toll or reduce the Customer's ETF obligation.
‍4.4. Suspension for Non-Payment or Abuse. Cloudasta and/or Google reserves the right to immediately suspend all or part of the Customer's access to GCP if: the Customer is delinquent on payment of undisputed Fees (as defined in Section 3.11); there is suspected unauthorized third-party access or AUP violations; or the Services are used for cryptocurrency mining without Google's prior written approval. Cloudasta holds no liability for data loss, downtime, or lost revenues arising from a lawful suspension.
‍4.5. Post-Termination Obligations. Upon expiration or termination of this Agreement for any reason: (a) all outstanding Fees for consumption through the effective termination date will become immediately due and payable; (b) Cloudasta will issue a final invoice within fifteen (15) days of the termination date covering all unbilled consumption; (c) the Customer shall pay such final invoice within fifteen (15) days of receipt, notwithstanding any dispute; (d) Cloudasta will initiate the transfer or offboarding of the Customer's GCP billing account within a commercially reasonable timeframe following receipt of all outstanding payments; and (e) any Security Deposit held by Cloudasta will be applied against the final invoice, with any remaining balance refunded to the Customer within thirty (30) days.
‍4.6. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason and will remain in full force and effect indefinitely or as otherwise specified: Section 3.3 (Billing Finality), Section 3.4 (Strict Financial Liability for Consumption), Section 3.5 (Invoice Disputes), Section 3.8 (Late Payment Interest), Section 3.9 (Collection Costs), Section 4.2 (Early Termination Fee), Section 6 (Disclaimers, Liability Caps, and Indemnification), Section 7.1 (Governing Law), and any payment obligations accrued prior to termination.

5. Mandatory FinOps & Security Controls
5.1. Customer Security Obligations. The Customer retains ownership of their data and is solely responsible for securing their account authentication credentials, implementing robust Identity and Access Management (IAM) controls, and utilizing Multi-Factor Authentication (MFA).
‍5.2. Spend Monitoring Disclaimers. The Customer is solely responsible for configuring Google Cloud Billing Budgets and Alerts. Cloudasta does not actively monitor Customer spend, nor does Cloudasta guarantee that any automated alerts will successfully cap or halt resource consumption. The failure of the Customer to configure, receive, or respond to internal billing alerts does not absolve the Customer of their absolute financial liability under Section 3.4.
‍5.3. Prohibited Use. In addition to Google's Acceptable Use Policy, the Customer agrees not to use GCP services procured through Cloudasta for any of the following purposes without Cloudasta's prior written consent: (a) cryptocurrency mining or blockchain transaction validation; (b) activities that violate any applicable local, state, national, or international law or regulation; (c) hosting or distributing malware, spyware, or malicious code; (d) conducting denial-of-service attacks or similar disruptive activities; (e) scraping, data harvesting, or automated querying in violation of third-party terms of service; or (f) any activity that Cloudasta, in its sole discretion, determines poses a reputational, financial, or legal risk to Cloudasta or Google. Violation of this section constitutes a material breach entitling Cloudasta to immediately suspend or terminate Services without liability.
‍5.4. Compliance with Laws. The Customer represents, warrants, and covenants that its use of GCP services under this Agreement will at all times comply with all applicable local, state, federal, and international laws, regulations, and governmental orders, including but not limited to data protection laws, export control laws, and sanctions regulations. The Customer is solely responsible for determining whether its use of GCP is compliant with applicable law in its jurisdiction(s) of operation. Any fines, penalties, or liabilities arising from the Customer's non-compliance will be borne exclusively by the Customer and subject to the indemnification obligations of Section 6.4.
‍5.5. Change of Control. The Customer shall provide Cloudasta with written notice at least thirty (30) days prior to any anticipated Change of Control event. For purposes of this Agreement, "Change of Control" means any merger, acquisition, sale of all or substantially all assets, or other transaction resulting in a change in the majority ownership or effective control of the Customer. Upon a Change of Control, Cloudasta reserves the right, at its sole discretion, to: (a) require the successor entity to execute a new Order Form and provide updated financial references or a Security Deposit; or (b) terminate this Agreement upon written notice, subject to a pro-rated Early Termination Fee calculated as of the effective date of the Change of Control. Cloudasta's failure to exercise these rights shall not constitute a waiver.

6. Disclaimers, Liability Caps, and Indemnification
6.1. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDASTA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLOUDASTA DOES NOT WARRANT THAT THE GOOGLE CLOUD PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
‍6.2. Exclusions of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUDASTA BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GOOGLE CLOUD PLATFORM, REGARDLESS OF THE LEGAL THEORY.
‍6.3. Liability Cap. IN NO EVENT WILL CLOUDASTA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL MARGIN OR RESELLER FEE EARNED AND RETAINED BY CLOUDASTA FROM THE CUSTOMER'S USAGE OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (This cap explicitly excludes the underlying infrastructure costs paid by the Customer that Cloudasta passes through to Google).
‍6.4. Customer Indemnification. The Customer will defend, indemnify, and hold harmless Cloudasta, its affiliates, and its personnel from and against any third-party claims, suits, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: the Customer's breach of the Google TOS or Acceptable Use Policy; the Customer Data or any intellectual property infringement claims arising from the Customer's applications hosted on GCP; or the Customer's failure to secure their GCP environment, resulting in unauthorized access or data breaches.

7. General Provisions
7.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
‍7.2. Entire Agreement. This Agreement, along with the applicable Order Form and the Google TOS, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications.
‍7.3. Amendment Procedure. Cloudasta reserves the right to modify this Agreement at any time upon thirty (30) days' written notice to the Customer. Notice may be provided via email to the Customer's designated contact on file. The Customer's continued use of GCP services through Cloudasta following the notice period constitutes acceptance of the modified terms. If the Customer does not accept the modified terms, the Customer may terminate this Agreement subject to the Early Termination Fee provisions of Section 4.2.
‍7.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will continue in full force and effect. The invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
‍7.5. Force Majeure. Cloudasta will not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond Cloudasta's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, cyberattacks, or any act or omission by Google, including Google's modification, suspension, or termination of the GCP platform or Cloudasta's authorized reseller status. In such events, Cloudasta's obligations will be suspended for the duration of the force majeure event, and Cloudasta will not be responsible for any resulting service interruptions, data loss, or financial harm to the Customer.
‍7.6. Anti-Corruption / Anti-Bribery. Each Party represents and warrants that it has not made, offered, authorized, or accepted, and will not make, offer, authorize, or accept, any payment, gift, or other thing of value to or from any government official, employee, or any other person, directly or indirectly, in connection with this Agreement, in violation of any applicable anti-corruption or anti-bribery law, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. A breach of this clause constitutes a material breach entitling the non-breaching Party to immediately terminate this Agreement without liability.
‍7.7. Publicity Rights. The Customer hereby grants Cloudasta the right to identify the Customer as a client of Cloudasta and to use the Customer's name and logo in Cloudasta's marketing materials, website, case studies, press releases, and investor presentations. The Customer may revoke this right at any time upon thirty (30) days' written notice to Cloudasta, after which Cloudasta will discontinue new uses of the Customer's name and logo, though prior publications will not be required to be recalled or modified. Neither Party may make any public statement that disparages the other Party without prior written consent.
‍7.8. Non-Solicitation / Non-Circumvention. During the term of this Agreement and for a period of twelve (12) months following its expiration or termination, the Customer agrees not to: (a) directly solicit, negotiate with, or contract with Google for GCP services in a manner designed to circumvent or replace the billing relationship established under this Agreement; or (b) knowingly encourage or facilitate any Google representative to offer the Customer a direct billing arrangement in substitution of this Agreement. A breach of this clause will be deemed a material breach and will trigger the Early Termination Fee provisions of Section 4.2, in addition to any other remedies available to Cloudasta at law or in equity.
‍7.9. Counterparts / Electronic Signature. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures, including those transmitted by DocuSign or similar platforms, PDF, or other electronic means, will be deemed valid and binding to the same extent as original ink signatures.