Terms & Conditions

Summary of Key Terms

The following is a summary of the key legal terms of this Agreement.

Blocks Terms & Conditions

These terms and conditions ("T&C") apply to all contracts concluded between you ("Customer", "Member", "you") and Blocks Holding GmbH ("Blocks", "we", "us") via this platform. The T&C, together with the Order Form, the SLA, the Data Processing Agreement as well as any further agreed schedules, appendices and amendments constitute the agreement between you and us ("Agreement"). We do not accept deviating or conflicting terms and conditions unless expressly agreed in writing.

1. Services

1.1 Scope of Services

1.1.1. Blocks acts as an authorized Amazon Web Services Inc. ("AWS") reseller with Cloud Financial Operations Competency for Eligible Accounts. AWS invoices Blocks directly, and Blocks invoices Members for all AWS usage on Eligible Accounts, provided that Member shall retain its direct customer relationship with AWS.

1.1.2. Blocks aggregates AWS usage across Members to secure discounted pricing and applies discounts to Member's Eligible Accounts.

1.1.3. Blocks purchases Commitments on Member's behalf, with terms of up to 36 months, based on Member's usage profile.

1.1.4. Blocks provides optimization insights including via the "Major Tom" AI engine, Blocks' agentic DevOps that continuously governs cloud infrastructure to identify waste, monitor risks, and execute corrective actions under human-defined guardrails, and, if authorized, may automatically apply selected optimizations.

1.2. Member grants Blocks full discretionary authority to purchase and manage Commitments (e.g., Savings Plans and Reserved Instances) on Member's behalf automatically, without requiring individual transaction approval from Member.

1.3. Beta Services are provided "AS IS" and may be modified or removed at Blocks' discretion without liability. Blocks does not warrant a specific (economic) success or amount of savings unless expressly agreed with the Customer, and does not warrant a specific quality of results generated by the Platform/ Services.

1.4. Member acknowledges that "Major Tom" insights are generated by Artificial Intelligence. AI outputs may be inaccurate, incomplete, or offensive. Customer is solely responsible for verifying the accuracy and suitability of any AI-generated code, configurations, advice or other output before implementation.

1.5. Availability and support times are set out in the Service Level Agreement ("SLA"), which is part of this Agreement.

2. Membership; Access to the Platform

2.1. The Platform and our Services are exclusively available to legal entities and entrepreneurs (as defined in Sec. 14 BGB) and may not be used by consumers (as defined in Sec. 13 BGB). To qualify for admission to the Platform, you must provide certain information as requested in the onboarding process, including but not limited to your name, email address and address, billing information and proof of your entrepreneurial (e.g. VAT ID). We reserve the right to perform a credit check. The Customer has no claim to join as a Member and Blocks reserves the right, in its sole discretion, to decline Customer's application, or refuse to issue or withdraw the AWS Billing Transfer Invitation at any time. All information you provide must be correct, complete and up to date.

2.2. Customer shall also

• 2.2.1. agree to the non-disclosure agreement provided in the onboarding process;
• 2.2.2. confirm AWS organization-level setup and deploy AWS Identity and Access Management (IAM) role (via CloudFormation, Terraform, or other supported deployment method);
• 2.2.3. set up payment via SEPA Direct Debit or Credit Card (a 3% fee applies) or register with a payment service provider offered by us; and
• 2.2.4. transfer billing from AWS to Blocks by sending and accepting a billing transfer invitation (AWS Organization Billing Transfer Invitation).

2.3. Customer shall accept the AWS Organization Billing Transfer Invitation immediately upon onboarding, and in no event later than forty-eight (48) hours prior to the intended start date (meaning acceptance must occur by 00:00 CET (23:00 UTC the prior day) on the second to last day of the calendar month preceding the intended start date). Member acknowledges that AWS enforces a strict 24-hour lockout period, and failure to accept by this deadline will delay the Service Effective Date to the following month.

2.4. By issuing the AWS Organization Billing Transfer Invitation, Blocks submits a binding offer for Membership and access to the Platform and the Services. The Invitation is subject to the technical expiration constraints imposed by AWS and will automatically expire if not accepted within the acceptance window specified in Section 2.3. The Agreement between you and us will become effective upon your acceptance of such Billing Transfer Invitation within the AWS management console. Member acknowledges that, due to AWS technical constraints, the actual transfer of billing responsibility and the provision of Resale Services shall commence on the first day of the calendar month following such acceptance ("Service Effective Date"). Should the Invitation expire due to non-acceptance, Blocks shall be under no obligation to reissue a new Invitation, and any subsequent Invitation, if issued at Blocks' sole discretion, shall constitute a new binding offer with a correspondingly later Service Effective Date. We do not store the contractual provisions for you.

2.5. The exclusive language available for the conclusion of the Agreement shall be English. Translations into other languages are for information only and in the event of a conflict, the English text shall prevail.

2.6. Historic Data Preservation. Member acknowledges that the transfer of billing responsibility to Blocks (joining the Blocks Platform) results in a restriction of access to historic billing data and native visibility of active AWS promotional credit balance within the Member's native AWS console. To ensure data continuity, Blocks will export available Cost Explorer and Cost & Usage Report (CUR) data prior to the transfer and display this historic data within the Blocks Dashboard to enable continuous trend analysis.

2.7. AWS Direct Relationship: Member acknowledges that while Blocks manages billing and optimizations, Member retains a direct relationship with AWS for the services provided to Member by AWS ("AWS Services") as set out in more detail in Section 4.

3. Member Responsibilities

3.1. Member guarantees that it fulfills the Eligibility Criteria set forth in the Order Form or confirmed during the onboarding process.

3.2. Members shall:

• 3.2.1. maintain Blocks' required IAM role with Read & Write Access enabled. Revoking access is a material breach. Customer may immediately suspend or revoke Blocks access for legitimate security or compliance reasons, whereby such suspension shall not constitute a breach of contract, provided that Customer informs Blocks thereof immediately in writing. During the suspension, Blocks' obligations (including the Savings Guarantee) shall be paused. However, if such suspension lasts longer than five (5) business days or prevents Blocks from generating a monthly invoice at the end of a billing cycle, Blocks reserves the right to terminate this Agreement immediately for cause. The parties will cooperate in good faith to restore access once security is ensured.
• 3.2.2. not withdraw or remove Blocks' billing access during the Term.
• 3.2.3. not purchase Commitments directly from AWS or through another reseller for any Eligible Accounts.
• 3.2.4. manage, secure, and operate its own AWS environment and direct all technical, infrastructure, or service availability inquiries directly to AWS Support (Blocks is not responsible for backups, maintenance, or operational troubleshooting).
• 3.2.5. keep billing and account information accurate and notify Blocks of material changes.
• 3.2.6. Sanctions Compliance: Member warrants that it is not located in, and will not use the Services from, any country subject to U.S. or EU trade sanctions (including but not limited to Iran, North Korea, Cuba, and Russia). Member agrees to comply with all applicable export control laws.
• 3.2.7. No resale: Member agrees that it is purchasing the AWS Services strictly for its own internal business use and is expressly prohibited from reselling, leasing, distributing or otherwise providing access to the AWS Services to any third party.

3.3. Utilization & Architecture. Member acknowledges that Blocks purchases Savings Plans and Reserved Instances on behalf of the Member while assuming the commitment risk. Member agrees to notify Blocks in writing at least sixty (60) days in advance of any fundamental architecture changes, e.g. changing Regions, or drastic Instance Family shifts.

3.4. Customer represents and warrants that the information provided to Blocks is accurate, complete, and not misleading, and that Customer guarantees that it will keep such information accurate and up to date at all times. Each account created by Customer may not be transferred, sold or otherwise assigned to or shared with any other individual or entity. Customer is solely responsible for maintaining the confidentiality of its account and password, and Customer accepts responsibility for all activities. Customers will immediately notify Blocks upon becoming aware, or having a reasonable basis to believe, that its accounts are no longer secure.

3.5. Customer may not use the Platform or Services for any purposes other than agreed herein and may not (i) copy, reproduce, modify, or create derivative works of the Platform or Services; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to any software component of the Platform or the Services, other than expressly permitted under applicable mandatory law; (iii) resell, lease, rent, sublicense or otherwise make the Platform or Services available to any third party; (iv) use the Platform or Services in a manner that violates applicable law or our acceptable use policy ("AUP").

4. AWS Terms

4.1. Blocks acts as an independent contractor and authorized reseller but is not an agent or a representative of AWS.

4.2. The AWS Customer Agreement between Member and AWS governs access to and use of the AWS Services, except for fees, payment, pricing and tax terms for use of the AWS Services, which are governed by this Agreement.

4.3. Member will not prevent AWS and Blocks from exercising their rights and performing their obligations. Blocks will not prevent AWS and Member from exercising their rights and performing their obligations under the AWS Customer Agreement. Member agrees to review the AWS Solution Provider Program Guide for End Customers available at https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf, as may be updated by AWS from time to time.

5. Fees and Payment

5.1. Member shall pay Blocks a success fee plus applicable sales and other tax for the provision of the Platform and Services at the rate specified in the Order Form on all Realized Savings achieved through ongoing optimizations (e.g., Savings Plans). This fee applies to all Commitments managed by Blocks, specifically including any pre-existing Commitments transferred by Member upon onboarding and any optimization recommendations that have been applied ("Realized Savings").

5.2. For One-Off-Actions (e.g., stopping orphaned resources), Blocks applies a success fee calculated according to the methodology and rate defined in the Order Form (e.g., as a percentage of Annualized Avoided Cost or as a multiple of monthly savings).

5.3. Invoicing. Blocks will invoice Member monthly and immediately after receiving billing data from AWS, typically the 1st of the month. Member must notify Blocks in writing (or via email to support@blocks.cloud) of any objections regarding an invoice within a period of four (4) weeks of the invoice receipt date. After the expiry of the aforementioned period, the invoice (and the underlying Savings calculation) shall be deemed accepted by the Member.

5.4. Payment:

5.4.1. Payment by Credit Card / SEPA Direct Debit: Member agrees to maintain a valid payment method (Credit Card or SEPA Direct Debit) on file within the Platform and hereby authorizes Blocks to debit Customer's designated bank account, as specified by it on the Platform, for each invoice. For payments via SEPA Direct Debit, the pre-notification period for the direct debit is shortened to one (1) day. The invoice sent to the Member serves as the pre-notification. For payment via credit card, we reserve the right to charge a 3% fee.

5.4.2. Payment by other payment methods Blocks may make available in the future, such as payment by invoice for enterprise customers: Member must pay the fees plus all applicable taxes (VAT, GST, etc.) immediately upon receipt of the invoice. All payments shall be made free and clear of, and without deduction for, any withholding taxes. If Member is required by law to withhold tax, Member shall pay Blocks such additional amounts as necessary to ensure Blocks receives the full invoiced amount.

5.4.3. Stripe: Payment processing is handled by the external payment service provider Stripe Payments Europe, Ltd., Ireland.

5.5. Overcommitment Protection. Overcommitment, i.e. the risk of an actual AWS Spend of Member lower than the Commitment amount is determined based on cumulative net savings calculated over a full annual term (or the specific duration of the Term of the Agreement, in the event of earlier termination). Credits will be issued to the Member only if the total annual net savings result in a deficit (negative savings), and any such credit is limited to a cap of 50% of the Member's annual applicable cloud spend.

5.6. Currency & Exchange Rate. Invoices shall be issued and payable in Euros (EUR). Member acknowledges that AWS or its billing entity performs the conversion from US Dollars (USD) to Euros (EUR). Blocks will invoice Member based strictly on the EUR amount and exchange rate calculated and provided by AWS. Member agrees to accept the AWS-determined exchange rate as final and binding, and acknowledges that Blocks has no control over, and no liability for, the exchange rates applied by AWS.

5.7. Interest for late payment is 9 (nine) percentage points above the applicable base rate per year, unless a higher rate is foreseen under applicable statutory law.

5.8. Blocks reserves the right to suspend the use of the Platform and the Services incl. the withdrawal of the billing transfer due to late or non-payment.

6. Term and Termination

6.1. Term. This Agreement commences on the Effective Date as outlined in the Order Form or during the onboarding and shall renew automatically on a monthly basis until terminated.

6.2. Termination for Convenience. Either Party may terminate with thirty (30) days' written notice to the end of the following month.

6.3. The right of termination for cause (material breach) by either Party with immediate effect remains unaffected, subject to setting an appropriate cure period (unless the breach is incapable of cure).

6.4. Blocks reserves the right to terminate this Agreement for cause in particular if:

• The Commitment Utilization Rate drops below 50% in any month;
• Member's Optimizable Spend decreases by more than 30% compared to the average of the preceding three (3) months;
• Member breaches eligibility requirements as set forth in the Order Form;
• Member fails to pay an undisputed invoice;
• Member repeatedly violates the AUP, or infringes Blocks' Proprietary Rights; or
• Customer is overindebted or unable to pay its debts.

6.5. Blocks may suspend Services immediately (without terminating the Agreement) if Blocks reasonably believes Member's use of the Services poses a security risk to Blocks, AWS, or other customers (e.g., fraudulent activity, crypto-mining, or compromised credentials), or infringes the AUP.

6.6. Effect of Termination.

6.6.1. Upon termination, Member reverts to direct AWS billing (or another reseller) at on-demand pricing. Member acknowledges that, due to AWS technical constraints, the decoupling of the AWS Organization Billing Transfer typically occurs at the end of a calendar month. Therefore, the effective termination date shall generally align with the end of a billing cycle. However, in the case of a material breach (e.g., non-payment or security risks), Blocks reserves the right to contact AWS Support to initiate an earlier termination and immediate billing transfer offboarding.

6.6.2. Financial Responsibility for Commitments: In case of termination of this Agreement by Member for convenience, or termination by Blocks for cause (e.g., due to Member's breach of Agreement, non-payment, or security risks), Member remains fully financially responsible for all unexpired Commitments. Blocks will however use commercially reasonable efforts to minimize Member's liability (e.g., by attempting to reallocate capacity to other customers in the Blocks portfolio). Member acknowledges that such reallocation is subject to demand and technical feasibility and is not guaranteed. In the event Blocks terminates this Agreement for convenience, Blocks shall assume financial responsibility for any unexpired Commitments or reallocate them, thereby releasing Member from future liability for such Commitments.

6.6.3. Data Loss: Termination may lead to unrecoverable loss of historical data within the Blocks dashboard. Blocks will delete all Customer Data 30 days after termination, unless a longer retention period is required by law, and give Member the opportunity to download its Customer Data prior to deletion.

6.6.4. Access Revocation: Member shall revoke all IAM roles, cross-account access, and API keys granted to Blocks concurrently with the effective end of the AWS Billing Transfer (typically the last day of the calendar month in which the Termination takes effect). Member agrees not to revoke such access prior to this date to ensure accurate final billing, unless this Agreement is terminated immediately for cause (Extraordinary Termination), in which case access shall be revoked immediately. Blocks shall not be liable for any damages resulting from Member's failure to revoke such access after these deadlines.

7. Proprietary Rights; Customer License

7.1. The Platform, the Services and all other Block provided material, and all Proprietary Rights pertaining thereto, are, as between the Parties, and unless expressly agreed otherwise, owned exclusively by Block. Customer may not remove any copyright, trademark, confidentiality or similar notices appearing on the Platform or the Services. Blocks reserves all rights not expressly granted to Customer in this Agreement.

7.2. Except as stated otherwise in the Agreement, Customer shall retain all rights, including without limitation its Proprietary Rights, in and to the Customer Materials and the Customer Data. Customer grants Blocks a non-exclusive, non-transferable, royalty-free right to use, in particular to reproduce, perform, display, distribute, make available, create derivative works of, and otherwise use, the Customer Materials and Customer Data for the purposes of providing the Services during the Term and otherwise performing its obligations under the Agreement.

7.3. Customer hereby grants Blocks the right to access, use, process, aggregate and anonymize Customer Data and information derived from Customer's use of the Services to (a) maintain and provide the Services; (b) meter Customer's consumption and ensure compliance with any limitations specified in the Agreement; (c) improve, modify and develop Block's products, services and features; or as otherwise authorized by Customer in writing in connection with its use of the Services. Blocks may use Customer-provided trademarks solely to provide and support the Services.

7.4. Blocks may use anonymized or aggregated usage data for analytics, service improvement, and AI model training ("Major Tom").

8. Confidentiality

8.1. Either Party may disclose or make available (in such capacity, the "Disclosing Party") to the other party (in such capacity, the "Receiving Party") information about its business affairs, products, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that the Receiving Party would reasonably deem to be confidential, whether or not marked, designated or otherwise identified as such (collectively, "Confidential Information").

8.2. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the performance or receipt of the Platform and/or the Services, as applicable, except with the Disclosing Party's prior written permission. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, agents and contractors who have a need to know such Confidential Information in order for the Receiving Party to exercise its rights or perform its obligations hereunder that are bound by written or professional obligations of confidentiality no less restrictive than those contained in this Agreement in all material respects. On expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and, promptly after the Disclosing Party's written request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years after the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8.3. The confidentiality obligations under clause 8.2. do not apply to information that: (i) at the time of disclosure is, or subsequently becomes (through no action or inaction on the part of the Receiving Party) in the public domain; (ii) is known to the Receiving Party at the time of disclosure; (iii) after the date of this Agreement is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (iv) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

8.4. Nothing herein prohibits either party from making disclosures, if required by law or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment for such required disclosure. Section 5 German Trade Secrets Act and Section 6 German Whistleblower Protection Act remain unaffected.

9. Liability

9.1. Blocks shall be liable in accordance with statutory law for damages caused (i) in the event of intent, gross negligence and fraudulent concealment of a defect, or (ii) injury to life, limb or health.

9.2. In the event of a breach of material contractual obligations ("cardinal obligations"), Blocks' liability in the event of slight negligence (except for the cases under clause 9.1) shall be limited to the foreseeable damage typical of the Agreement. Material contractual obligations are those obligations which protect the legal positions of the contractual partner which are material to the Agreement and which the Agreement must grant the contractual partner in terms of content and purpose; material contractual obligations are also those contractual obligations whose fulfilment is essential for the proper execution of the Agreement and on whose compliance the contractual partner may rely. Other liability for damage caused by slight negligence is excluded.

9.3. In the event of a liability under clause 9.2, the liability of Blocks shall be limited in sum to the amount of the foreseeable damage, the occurrence of which must typically be expected; however, liability for all claims within a contract year shall be limited to the total remuneration to be paid to Blocks during such period. Any further claims for compensation (e.g., for failure to perform, loss of profit, claims for damages by third parties and other indirect and consequential damages or other financial losses) are excluded.

9.4. Blocks shall not be liable for the loss of data and/or programs insofar as the damage is due to the fact that the Customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

9.5. The strict liability of Blocks pursuant to Section 536a (1), 1st Alt. German Civil Code is excluded. All claims against Blocks in contract, tort, or otherwise for loss or wasted anticipatory expenditure (except for the cases under clause 9.1) shall be time-barred after a period of one year, beginning at the point in time specified in Section 199 (1) of the German Civil Code. Liability under the Product Liability Act shall remain unaffected.

10. Warranties

10.1. Blocks warrants (gewährleistet) that the Services will be provided in a manner consistent with the Service Level Agreement.

10.2. In the event of Block's breach of the Service Level Agreement, Customer may claim a Service Credit as detailed in the Service Level Agreement.

10.3. Other than specified herein, Services are provided "as is". Blocks disclaims all liability for outages or data loss caused by implementation of recommendations.

10.4. Customer is responsible for Internet access, connectivity issues and Customer's system requirements.

10.5. Except as expressly provided herein, neither Party makes and warranty of any kind, express, implied, statutory or otherwise and each Party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement to the maximum extent permitted by applicable law. Customer will have the right to claim damages for defects in quality only where the liability of Blocks has not been excluded or limited under Clause 9 hereof. Any rights or claims based on a defect in quality further to or other than those set forth in this Clause 10 are excluded.

10.6. Indemnification. Each Party indemnifies the other against claims arising from its fraud, gross negligence, or willful misconduct.

11. Data Protection

11.1. Both Parties agree to comply with applicable data protection law, in particular, the GDPR, and to process all personal data in connection with the Services in accordance with applicable data protection law.

11.2. The Parties agree on the conclusion of a Data Processing Agreement for the processing of personal data based on the template of the European Commission (EU standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679).

12. Changes to the T&C

Blocks may amend this T&C by providing at least 30 days' prior notice, before such change comes into effect. If the Customer does not object within this time period or, if after expiry of this period, continues to access the Service, this shall be deemed consent to be bound by the amended agreement. In such notice Blocks will inform the Customer of the time period and the consequences of its silence. This amendment clause shall not apply to amendments affecting the subject matter of this Agreement, or amendments to any material obligation which would result in a change to the contractual structure as a whole. In such case, Blocks may make an offer to continue the Agreement with amended provisions.

13. General

13.1. These T&C and the Agreement, their interpretation and enforcement, and any claims and rights arising out of or in connection with this T&C and the Agreement are governed exclusively by the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflicts of law provisions. Exclusive place of jurisdiction for all disputes arising out of or in connection with the T&C and/or the Agreement, their completion or implementation, shall be Berlin, Germany, to the extent permitted by law.

13.2. Marketing. Blocks may use Member's name/logo for marketing unless Member opts out via written notice.

13.3. Blocks may assign the Agreement to an affiliate (within the meaning of Sec. 15 ff. German Stock Corporation Act), provided that such affiliate assumes all liabilities and obligations towards you under the Agreement.

13.4. Amendments or supplements of these T&C require the written form to be binding.

13.5. Should any provision of this T&C be or become ineffective, impracticable or unenforceable in whole or in part, the effectiveness and the enforceability of the other provisions remain unaffected. Instead, the Parties undertake to replace the Defective Provision with a provision which comes as close as legally possible to what the Parties would have agreed, pursuant to the meaning and purpose of this T&C, if they had recognised the defectiveness of the provision. The same shall apply for any possible omission or gap in this T&C.

13.6. Non-Solicitation. During the Term and for twelve (12) months thereafter, neither Party shall knowingly solicit or hire for employment any employee or contractor of the other Party who was involved in the performance of this Agreement, without prior written consent.

14. Definitions

Capitalized terms have the definitions set forth herein.

• "AWS Reserved Instances" means a form of AWS discount obtained in exchange for either a three year commitment to a specific instance type.
• "AWS Savings Plans" means a form of AWS discount obtained in exchange for either a one or three year commitment with flexibility across a category of instances like compute or database.
• "AWS Spend" means the total amount invoiced by AWS for the usage of AWS Services, including Marketplace purchases, Support fees, and taxes, before the application of any discounts, credits, or Commitments. This serves as the record of total invoiced volume but is not used for performance guarantees.
• "Commitment" means AWS Savings Plans or AWS Reserved Instances purchased by Blocks on Member's behalf.
• "Eligible Accounts" means any AWS Account of Customer in good standing connected to Blocks to receive discounts, that fulfills the Eligibility Criteria set out in the Order Form or indicated to the Customer in the onboarding process.
• "One-Off-Actions" means non-recurring optimization measures implemented to reduce cloud costs, including but not limited to the termination of orphaned resources (e.g., unattached EBS volumes, idle load balancers) or the rightsizing of instances.
• "Optimizable Spend" means the portion of the AWS Spend that Blocks can technically influence. This explicitly excludes non-optimizable and non-discountable costs, including but not limited to: AWS Marketplace purchases, AWS Support fees, applicable taxes (VAT/GST), spend covered by AWS promotional credits and other third-party or pass-through (software) charges. This amount serves as the reference basis for calculating Savings percentages and the Month 1 Guarantee.
• "Realized Savings" means the calculated reduction in AWS costs achieved through the Services, determined by comparing the effective rate secured through Commitments against the standard AWS On-Demand rates, and including the annualized value of One-Off-Actions.