Terms of Service

These Terms of Service (“Terms”) govern your use of the Averium website, client portal, browser extension and related cost-optimization services (together, the “Service”) provided by Averium, Inc. (“Averium”, “we”, “us”). You accept these Terms on behalf of yourself and the organization you represent (“you”, “Customer”) when you accept an invitation to the portal, deploy an Averium stack in your cloud account, or otherwise use the Service. Whoever accepts confirms they are authorized to bind the organization.

Signed agreements come first. If you have signed a Service Agreement, order form or addendum with Averium, that signed document prevails over these Terms wherever they conflict. These Terms then apply only to matters it does not address, such as use of the portal and the browser extension. Updates to these Terms never amend a signed agreement.

Averium is a managed cloud cost-optimization service. Depending on the engagement model, we analyze your cloud cost and usage, recommend optimizations and, where you authorize it, carry them out: placing Savings Plans and CloudFront Security Savings Bundles, helping you buy short-term Reserved Instances on the AWS RI Marketplace, removing unused resources, scheduling non-production workloads and rightsizing.

• Self-serve: reporting and recommendations; you make the changes yourself.
• FinOps + approvals: we prepare each optimization and you approve it before it runs.
• Full Autopilot: we carry out optimizations within the guardrails agreed with you. Commitment purchases are still confirmed by an owner or admin of your organization before we buy them.

Estimates and projected savings are calculated in good faith from your historical usage. They are not a promise of future results.

The portal is available by invitation. We may approve or decline a request for access. Averium may set up your organization and invite its first owner, who can then invite colleagues. Two-factor authentication is required for portal accounts.

You must keep the information in your account accurate and keep your credentials secure. You are responsible for activity by members of your organization. Averium is responsible for actions taken by its own personnel (see “Averium personnel access”).

You connect AWS by deploying Averium’s CloudFormation stacks in your own AWS accounts. Each stack creates IAM roles that Averium assumes with an external ID:

• Read-only. Reads billing, cost, usage, commitment, utilization and resource-configuration metadata. It cannot create, change, stop or delete your workloads. Its only write permissions add or remove Averium’s own tags (the AWS Partner attribution key and averium:*) and switch on AWS cost tooling you enable from the portal: Compute Optimizer enrollment, Cost Anomaly Detection monitors and cost-allocation tag activation.
• Optimization (Autopilot). Deployed only for a managed model. It permits the actions needed to capture savings, such as buying commitments and stopping, resizing or removing resources. It can also create IAM roles under the /averium/ path; we attach additional AWS-managed policies to those roles only with your prior written approval.
• DevOps Hub and scheduling. Optional stacks that let us investigate cost spikes (including reading CloudTrail management events) and start or stop resources you tag for off-hours scheduling.

If you connect Microsoft Azure, you approve an Azure Lighthouse delegation that gives Averium the built-in Reader and Cost Management Reader roles on the subscriptions you choose. You can remove it at any time in the Azure portal under Service providers.

You authorize Averium to access and act in your cloud accounts only as needed to provide the Service and within the engagement model you select. Where a backup is possible, for example before deleting an EBS volume or terminating an instance, we take a rollback snapshot first. Some actions cannot be reversed, such as deleting old snapshots or releasing an Elastic IP address; we perform those only with your approval. Resources tagged averium:protected=true are never changed.

AWS API charges. Reading your data calls AWS APIs from your account. A few of them, such as Cost Explorer (USD 0.01 per request) and CloudWatch GetMetricData, are billed by AWS to your account at list price. These amounts are usually small and appear on your AWS bill, not on your Averium invoice.

Authorized Averium staff, signed in with two-factor authentication and recorded in an internal audit log, may (i) access your organization’s portal workspace to provide support and the Service, including by time-limited sign-in as a user or through a staff seat, and (ii) open time-limited AWS Management Console sessions in your accounts with exactly the permissions of the Averium roles you deployed. Staff act only for the purpose of providing the Service.

Averium is an independent company and an AWS Partner. It is not Amazon Web Services, not an agent or affiliate of AWS, and does not speak for AWS. AWS and related marks are trademarks of Amazon.com, Inc. or its affiliates.

Your AWS agreements still govern AWS. Your use of AWS services remains governed by the AWS Customer Agreement, the AWS Service Terms and your other agreements with AWS, including when your AWS usage is invoiced through Averium. AWS provides the AWS services and is responsible for their provision, performance, availability, security and pricing. Warranties, service commitments and service credits for AWS services are only those AWS gives. If these Terms conflict with your AWS agreements about the AWS services themselves, the AWS agreements prevail.

Shared responsibility. The AWS Shared Responsibility Model continues to apply. You remain responsible for what you run in the cloud: your workloads, applications, data, backups, security and compliance. Averium manages cost configuration, commitments and billing analytics on top of your accounts. We do not host your workloads.

Free to start. There is no charge to connect read-only or to receive a savings estimate.

Success fee. Our fee is an agreed percentage of the savings we deliver in a billing period. Your percentage is set out in your agreement or confirmed to you in writing before it applies, and we give at least 30 days’ notice of any change. Delivered savings are:

• net savings from commitments Averium placed, against on-demand rates, as reported in AWS billing data;
• for resources Averium removed, resized or scheduled, the monthly cost avoided at AWS rates on the date of the change, for each billing period while the change remains in effect; and
• savings delivered as payer-level credits or through commitments Averium holds (see “Commitments”), which do not appear in your own Cost Explorer.

The first can be checked in your Cost Explorer; the others are itemized in the monthly savings report, and we provide the source AWS or distributor invoice lines on request. Savings from commitments or actions you made yourself, whenever made, are never part of the fee base.

Managed billing. On the managed models we usually also take over your AWS billing, through AWS Billing Transfer or by your accounts joining Averium’s AWS Organization. Averium, through its authorized AWS distributor, then buys the AWS services your accounts use and resells them to you at the usage shown in your billing view, less the agreed discounts. Averium does not act as your agent in doing so. We invoice monthly in arrears, early in the month after the usage month, with AWS usage and our fee as one amount due. The fee percentage and the savings it applies to are itemized in the savings report that accompanies each invoice. If we do not manage your AWS billing for a period, we invoice the success fee alone.

Pass-through AWS charges. Some AWS charges, such as AWS Support plans, are billed to the paying account and do not appear in your own billing views. We invoice them at AWS list price as separate lines, without a success fee and without the bank-transfer discount, and provide the source line on request. Charges AWS bills late may appear on a later invoice.

Credits. Credits AWS issues to your own accounts, or applies at the payer level to usage of your accounts, are reflected on your next invoice. Credits, discounts and incentives that AWS or our distributor grant to Averium itself, including partner, promotional and program credits applied at the payer level, remain Averium’s unless your agreement says otherwise. Averium may also earn a distributor margin on resold AWS services. These do not increase what you are invoiced for AWS usage.

Payment methods. Bank transfer in USD (wire or ACH) is our preferred method.

• Bank transfer: where your agreement offers it, a discount (currently 3%) applies to the AWS-usage portion of the invoice. It does not apply to Marketplace charges, taxes or pass-through charges. Your invoice shows whether it applies.
• Card: card payment may be offered. Card details are then collected by a third-party payment processor under its own terms, and Averium never receives your full card number. The bank-transfer discount does not apply.
• Other methods: additional payment methods may be available on request. Any adjustment for a method is agreed with you in advance and shown on your invoice.

Each party pays its own bank’s fees.

Invoices and due date. Invoices are due within 15 days of the invoice date unless your signed agreement says otherwise. Each invoice states the total due and, for AWS Organizations, a line per connected account. Amounts exclude taxes other than those AWS charges on your usage. You are responsible for any other taxes, duties or withholding in your jurisdiction.

Self-serve. Any subscription price for the Self-serve model is agreed with you before it applies.

Late payment. After written notice we may stop applying discounts, pause optimization activity and portal access, and remove your accounts from Averium’s billing arrangement for overdue amounts. Late amounts may bear interest as set out in your agreement. We will not suspend the Service over an amount you dispute in good faith. You remain responsible for AWS charges incurred in your accounts.

• AWS usage reflects your actual, metered consumption and is governed by the AWS Customer Agreement. Averium does not refund it independently. If AWS issues a credit, adjustment or refund for your accounts, we pass it through as described under “Credits”.
• The success fee is earned when savings are delivered. We refund or credit it only for a billing error or for a fee charged on savings that were not delivered.

How to raise a question. Email info@averium.io before the invoice due date. A billing error you could not reasonably have spotted earlier can be raised within 30 days of the invoice date. We check it against AWS billing data, and a confirmed overpayment is refunded or credited within 10 business days.

Chargebacks. Please contact us first. A chargeback for AWS usage you consumed, or for a fee correctly charged on savings we delivered, is not a valid dispute. We may contest it and suspend the Service for amounts wrongly reversed.

You will not misuse the Service, including by trying to gain unauthorized access, interfering with its operation, reverse engineering it, or using it to break the law or infringe the rights of others. You are responsible for your own cloud configuration and workloads.

The portal includes an optional AI assistant powered by a third-party model provider (currently Anthropic). Your questions, the account context needed to answer them and any files you attach are sent to that provider. Answers are generated automatically and may be wrong. They are not financial, legal, tax or investment advice and do not change your fees, invoices or agreement, so check before acting on them. Do not upload credentials or personal data you don’t need to. Questions, answers and short notes the assistant keeps about your environment may be stored and shown to other members of your organization. Lookups the assistant runs may incur small AWS API charges in your account (see “Cloud access and authorization”).

Where you choose a managed model or use Averium’s DevOps and engineering help, responsibility is allocated as follows:

• Scope. We act only within your engagement model and guardrails, using AWS-native mechanisms, with reasonable skill and care.
• Resource cleanup and scheduling follow utilization criteria and the approvals your model requires. You remain responsible for your own backup and disaster-recovery strategy and for tagging resources that must never be touched.
• DevOps and engineering help, including migration and AWS funding-program work, is performed on infrastructure you own and control. It does not transfer ownership of, or operational responsibility for, your workloads to Averium.
• Inherent risk. Infrastructure changes can affect performance or availability, and a commitment can be under-used if usage changes. We are not responsible for AWS outages or degradation, AWS changes to pricing, services or APIs, the effect of usage changes you did not tell us about, or actions in your accounts by you or third parties.

• Commitments in your accounts. Savings Plans and other commitments we buy in your AWS accounts are binding between you and AWS for their full term and cannot be cancelled. Their benefit and their payments stay with you, including after the Service ends. We size them from your historical usage. If you plan material workload changes, such as migrations or shutdowns, tell us in advance so commitments can be sized accordingly.
• Commitments Averium holds. We may also place commitments, such as Savings Plans or CloudFront Security Savings Bundles, in an AWS account Averium owns within your billing family. Those commitments are Averium’s obligation to AWS. How their cost and savings appear on your invoice is shown in your savings report and, where applicable, set out in your agreement. When the Service ends, the account and its remaining obligations stay with Averium.
• Commitment cashback guarantee. Where your engagement includes it (Full Autopilot, or as set out in your signed agreement), commitments Averium recommended and placed are never worse for you than staying on-demand. Over each commitment’s term, and on termination, we net the savings it delivered against any unused portion. If the net is negative, Averium refunds the shortfall as cashback. Temporary under-use in some months does not trigger cashback while the term-to-date net stays positive. The guarantee excludes commitments you bought yourself and usage reductions you make against our written recommendation.
• AWS funding programs. As an AWS Partner, Averium can prepare and submit applications for AWS funding for your eligible projects, such as proof-of-concept funding and the Migration Acceleration Program (MAP), which can cover part of the cost with cash or AWS promotional credits. AWS alone decides eligibility and awards; Averium facilitates and does not guarantee them. A separately agreed fee may apply to funding or credits we secure for you.
• Committed Term. By default the Service is month-to-month. A one- or three-year Committed Term exists only under a separate written agreement signed by both parties, which sets its scope, pricing and exit terms.

The Service is provided “as is” and “as available”, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant any particular savings amount or that the Service will be uninterrupted or error-free. AWS is a third-party platform outside our control, and Averium makes no representation on behalf of AWS. Averium provides cost-optimization services, not legal, tax or accounting advice.

To the maximum extent permitted by law, Averium is not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Averium’s total liability arising out of or relating to the Service will not exceed the success fees you paid Averium in the three months before the event giving rise to the claim, excluding amounts invoiced for AWS services and other pass-through charges. This limit does not apply to fraud or willful misconduct and does not reduce cashback owed under the Commitment cashback guarantee.

There is no lock-in unless you signed a Committed Term. Unless your signed agreement sets a different notice period, notice received before the last day of a month takes effect on the 1st of the next month. Leaving involves:

1. telling us in writing;
2. ending the AWS Billing Transfer, or removing your accounts from Averium’s AWS Organization, effective the 1st of the next month;
3. deleting the Averium stacks and any IAM roles under the /averium/ path, and removing any Azure delegation;
4. a final invoice for the last billing cycle, plus any AWS charges billed late, within 90 days; and
5. reconciliation of the cashback guarantee, if it applies, through the effective date.

You remain responsible for AWS charges until billing transfer or organization membership actually ends. We may suspend or terminate the Service for breach of these Terms or non-payment. Fees for savings delivered before termination remain payable. Obligations for commitments in your own accounts stay with you, and any unused promotional credits or program benefits may be forfeited under AWS rules.

We may update these Terms. We will post the new version here and change the date above. For material changes we will notify account owners by email or in the portal at least 30 days before they take effect. Continued use after that date means you accept the updated Terms. Updates never amend a signed agreement.

Governing law. These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Disputes. Before filing any claim, contact us at info@averium.io and try to resolve the dispute informally in good faith for at least 30 days. Disputes not resolved that way go exclusively to the state or federal courts in Delaware, and both parties consent to their jurisdiction. Each party waives any right to a jury trial, and claims must be brought individually, not as part of a class action.

• Entire agreement. These Terms, together with any signed Service Agreement, order form or addendum, are the entire agreement about the Service. The signed documents prevail as described in “Agreement to these terms”.
• Severability and waiver. If a provision is held unenforceable, the rest remain in effect. Not enforcing a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent. We may assign them in a merger, acquisition or sale of assets.
• Notices. We give notice in the portal or by email to your account address. You give notice to info@averium.io.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of AWS or other third-party providers.

Averium, Inc., 111b South Governors Avenue, Dover, DE 19904, USA. Email info@averium.io. See also our Privacy Policy.