MASTER SUBSCRIPTION AGREEMENT

This Nucleus Cloud Corp Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed order form (such form an “Order Form” and such date the “Effective Date”) and is by and between Nucleus Cloud Corp Inc., a Delaware corporation with a place of business at 81 Frank Norris St. San Francisco, CA 94109, (“Nucleus Cloud Corp”), and the customer set forth on the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control.

1. Services.

“Services” means the product(s) and service(s) that are ordered by Customer from Nucleus Cloud Corp online or through an Order Form referencing this MSA, whether on a trial or paid basis, and to which Nucleus Cloud Corp thereby provides access to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this MSA, Nucleus Cloud Corp will make the Services available during the Term as set forth in an Order Form.

2. Fees and Payment.

2.1. Fees.

Customer will pay the fees specified in the Order Form (the “Fees”).

2.2. Payment; Taxes

Nucleus Cloud Corp will invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date. Customer will pay all invoiced Fees net forty-five (45) days from the date of the invoice. Any late payments will accrue a 5% interest on the monthly payment.. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on Nucleus Cloud Corp based on Nucleus Cloud Corp’s income or receipts.

3. Term and Termination.

3.1. Term.

This MSA commences on the Effective Date and will remain in effect through the Initial Term and all Renewal Terms, as specified in the Order Form, unless otherwise terminated in accordance with this Section (the Initial Term and all Renewal Terms collectively the “Term”).

3.2. Termination for Cause.

Either party may terminate this Agreement, effective immediately upon written notice to the other party, in the event of a material breach by the other party. A material breach shall include, but not be limited to, any of the following: Failure to perform services in accordance with the terms and conditions of this Agreement; Breach of any confidentiality or data protection obligations under this Agreement; Use of the other party, intellectual property without permission; Failure to pay any amounts due and payable under this Agreement within thirty (30) days after receipt of written notice of such non-payment; A change in control of the other party or a transfer of substantially all of the assets or business of the other party, unless such transfer is to a successor that assumes all obligations of this Agreement. In the event of a termination for cause, the terminating party shall be entitled to all remedies available at law or in equity, including, but not limited to, the right to recover damages and to seek injunctive relief.

3.3. Cancellation.

Either party may cancel this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party that remains uncured for a period of 45 days following written notice of such breach. In addition, either party may cancel this Agreement without cause upon 60 days, prior written notice to the other party. Upon cancellation of this Agreement, the parties shall immediately cease all further performance of their obligations under this Agreement, except for any obligations that survive termination as set forth in this Agreement. If the Client cancels this Agreement without cause, the Provider shall be entitled to receive payment for all services rendered up to the effective date of cancellation, as well as any other amounts payable under this Agreement that are due and owing. If the Provider cancels this Agreement without cause, the Client shall be entitled to a refund of any amounts paid in advance for services that have not yet been rendered as of the effective date of cancellation. This clause shall not relieve either party from any liabilities or obligations that accrued prior to the effective date of cancellation.

3.4. Effect of Termination and Survival.

Upon termination or cancellation of an Order Form or this MSA, the following provisions shall survive and continue in full force and effect: Obligations to Pay: Any obligation of the parties to pay or reimburse the other party for services rendered or expenses incurred prior to the effective date of termination or expiration shall survive such termination or expiration. Confidentiality: The parties, obligations regarding confidentiality and non-disclosure shall survive such termination or expiration and continue in accordance with the terms of this Agreement. Intellectual Property: Any provisions regarding intellectual property rights, ownership, and licensing shall survive such termination or expiration and continue in accordance with the terms of this Agreement. Dispute Resolution: Any provisions regarding dispute resolution and governing law shall survive such termination or expiration and continue in accordance with the terms of this Agreement. Effect of Termination: Upon termination or expiration of this Agreement, each party shall immediately return to the other party all property, data, and confidential information that belong to the other party. No Further Obligations: Except as expressly provided in this clause or elsewhere in this Agreement, the parties shall have no further obligations or liabilities to each other upon termination or expiration of this Agreement. Rights and Remedies: Termination or expiration of this Agreement shall not affect any rights or remedies that have accrued to either party as of the date of termination or expiration. Survival: The provisions of this clause and any other provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive termination or expiration of this Agreement. Termination or expiration of this Agreement shall not relieve the parties of any obligations or liabilities incurred prior to such termination or expiration. Any provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive and continue to be binding and enforceable.

4. License and Use of the Services.

4.1. License.

Nucleus Cloud Corp hereby grants Customer a non-exclusive, non-transferable, worldwide license to use the Neosync Cloud Platform (“Licensed Intellectual Property”) solely for the purpose of receiving the services provided under this Agreement. Ownership of Licensed Intellectual Property: Nucleus Cloud Corp retains all right, title, and interest in and to the Licensed Intellectual Property. The Customer shall not acquire any rights in the Licensed Intellectual Property except as expressly provided in this Agreement. Customer Restrictions: The Customer shall not copy, modify, distribute, sell, sublicense, or otherwise transfer the Licensed Intellectual Property, in whole or in part, except as expressly permitted in this Agreement. The Customer shall not use the Licensed Intellectual Property for any purpose other than as expressly provided in this Agreement. Term and Termination: This license shall commence on the Effective Date and shall continue until the termination of this Agreement. Either party may terminate this license at any time upon written notice of no less than 60 days to the other party in the event of a material breach of this Agreement by the other party. Effect of Termination: Upon termination of this license, the Customer shall immediately cease all use of the Licensed Intellectual Property and shall promptly return or destroy all copies of the Licensed Intellectual Property in its possession. No Implied Licenses: Except as expressly provided in this Agreement, nothing in this Agreement shall be construed as granting any license or rights, by implication, estoppel, or otherwise, to any intellectual property of the other party. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware. Any dispute arising out of or in connection with this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in this Agreement.

4.2. Authorized Users.

Customer may designate and provide access to its (or its corporate affiliates’) employees, independent contractors, or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may be used only by a single, individual Authorized User, and Customer may be charged for additional seats (if applicable), or Nucleus Cloud Corp may terminate the MSA for cause, if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Nucleus Cloud Corp of any unauthorized access or use of which Customer becomes aware.

4.3. Prohibited Uses.

Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable federal, state, and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services.

5. Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of Nucleus Cloud Corp, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party,s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party,s breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party,s breach of any obligation owed to the Disclosing Party.

6. Data

6.1 Data Practices.

Definitions. “Service Data” means a subset of Confidential Information comprised of electronic data, text, messages, communications, or other materials submitted to and stored within the Services by Customer in connection with use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information regarding Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2. Ownership.

Customer will continue to retain its ownership rights to all Service Data processed under the terms of this MSA and Nucleus Cloud Corp will own all Usage Data.

6.3. Nucleus Cloud Corp’s Use of Data..

Nucleus Cloud Corp will not use any personally identificable data collected for any other purposes than agreed upon purposes with the customer.

6.3.1. Operating the Services

Nucleus Cloud Corp may receive, collect, store and/or process Service Data based on Nucleus Cloud Corp’s legitimate interest in operating the Services. For example, Nucleus Cloud Corp may collect Personal Data (such as name, phone number, or credit card information) through the account activation process. Nucleus Cloud Corp may also use Service Data in an anonymized manner, such as conversion to numerical value, for the training of the machine learning models to support certain features and functionality within the Services.

6.3.2. Communications.

Nucleus Cloud Corp may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (i) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email [email protected]. Customer and necessary Authorized Users will always receive transactional messages that are required for Nucleus Cloud Corp to provide the Services (such as billing notices and product usage notifications).

6.3.3. Improving the Services.

Nucleus Cloud Corp may collect, and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Nucleus Cloud Corp’s legitimate interest in improving the Services. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Nucleus Cloud Corp may make Usage Data publicly available from time to time.

6.3.4. Connecting to Third-Party Services.

Customer may wish to connect third-party services to the Services (e.g., connecting Nucleus Cloud Corp to Customer’s single-sign-on service to verify 2FA status of Customer’s employees). When Customer uses a third-party service to connect with Nucleus Cloud Corp, logs into the Services through a third-party authentication service, or otherwise provides Nucleus Cloud Corp with access to information from a third-party service, Nucleus Cloud Corp may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on Nucleus Cloud Corp’s legitimate interest in providing Customer with functionality that supports the Services. Any access that Nucleus Cloud Corp may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing Nucleus Cloud Corp to connect with a third-party service, Customer authorizes Nucleus Cloud Corp to access and store any information provided to Nucleus Cloud Corp by that third-party service, and to use and disclose that information in accordance with this MSA.

6.3.5. Third-Party Service Providers.

Customer agrees that Nucleus Cloud Corp may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) Nucleus Cloud Corp will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this MSA and to provide, secure, and support the Services. (ii) Nucleus Cloud Corp will maintain commercially reasonable (particularly for a company of Nucleus Cloud Corp’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

7. Privacy Practices.

7.1. Privacy Policy.

Nucleus Cloud Corp operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at nucleuscloud.com/privacy-policy agree that Customer determines the purpose and means of processing such Personal Data, and Nucleus Cloud Corp processes such information on behalf of Customer.

7.2. Hosting and Processing.

Unless otherwise specifically agreed to by Nucleus Cloud Corp, Service Data may be hosted by the Nucleus Cloud Corp, or its respective authorized third-party service providers, in the United States or other locations around the world. In providing the Services, Nucleus Cloud Corp will engage entities to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this MSA, within the United States and in other countries and territories.

7.3. Sub-Processors.

Customer acknowledges and agrees that Nucleus Cloud Corp may use third-party data processors engaged by Nucleus Cloud Corp who receive Service Data from Nucleus Cloud Corp for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Nucleus Cloud Corp) and the terms of its written subcontract (the “Sub-Processors”). Such Sub-Processors may access Service Data to provide, secure, and improve the Services. Nucleus Cloud Corp will be responsible for the acts and omissions of 7.1. Customer as Controller. To the extent Service Data constitutes Personal Data, the Parties Sub-Processors to the same extent that Nucleus Cloud Corp would be responsible if Nucleus Cloud Corp was performing the services directly under the terms of this MSA. The names and locations of all current Sub-Processors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

8. Intellectual Property Rights.

Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and Nucleus Cloud Corp in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides Nucleus Cloud Corp a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Nucleus Cloud Corp receives from Customer, Customer’s agents or representatives, Authorized Users, or other third parties acting on Customer’s behalf; and Nucleus Cloud Corp also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.

9. Representations, Warranties, and Disclaimers.

9.1. Authority.

Each Party represents that it has validly entered into this MSA and has the legal power to do so.

9.2. Warranties.

Nucleus Cloud Corp warrants that during an applicable Term: Authority: It has the full right, power, and authority to enter into and perform its obligations under this Agreement. Compliance with Laws: It will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement. Services: The services provided under this Agreement shall be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. No Infringement: The services provided by the Provider shall not infringe any third-party intellectual property rights, and the Provider has the necessary rights to use and license any materials or intellectual property that are provided or used in connection with the services. No Conflicts: The performance of its obligations under this Agreement shall not violate any agreement, obligation, or duty to which it is bound. Ownership: Any deliverables provided by the Provider under this Agreement shall be original works of authorship, and the Provider shall have all necessary rights, title, and interest in and to such deliverables. Disclaimer of Other Warranties: Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied, with respect to the services provided under this Agreement, and each party expressly disclaims all other warranties, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Each party acknowledges that the other party is relying on the foregoing warranties in entering into this Agreement.The warranties set forth in this section shall survive termination of this Agreement. Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein.

9.3. Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Nucleus Cloud Corp EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT Nucleus Cloud Corp DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM Nucleus Cloud Corp OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT Nucleus Cloud Corp WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

10. Indemnification.

10.1. Indemnification by Nucleus Cloud Corp.

Nucleus Cloud Corp will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). Nucleus Cloud Corp will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Nucleus Cloud Corp for such defense, provided that (a) Customer promptly notifies Nucleus Cloud Corp of the threat or notice of such IP Claim; (b) Nucleus Cloud Corp will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, Nucleus Cloud Corp will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with Nucleus Cloud Corp in connection therewith. If use of a Service by Customer has become, or, in Nucleus Cloud Corp’s opinion, is likely to become, the subject of any such IP Claim, Nucleus Cloud Corp may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Nucleus Cloud Corp, terminate Customer’s subscription to the Service(s) and repay, on a pro-rata basis, any Fees previously paid to Nucleus Cloud Corp for the corresponding unused portion of the Term for such Service(s). Nucleus Cloud Corp will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) Nucleus Cloud Corp’s compliance with designs, data, instructions, or specifications provided by Customer; (y) modification of the Service(s) by anyone other than Nucleus Cloud Corp or use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by Nucleus Cloud Corp, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Nucleus Cloud Corp to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents, or Authorized Users.

10.2. Indemnification by Customer.

Customer will indemnify and hold Nucleus Cloud Corp harmless against any third party claim (a) arising from or related to use of a Service by Customer, Customer’s agents, or Authorized Users in breach of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Nucleus Cloud Corp promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by Nucleus Cloud Corp without prior written consent); and (iii) Nucleus Cloud Corp fully cooperates in connection therewith.

11. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Nucleus Cloud Corp), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, AND EXCLUDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED $100,000. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Nucleus Cloud Corp WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Nucleus Cloud Corp HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA.

12. Miscellaneous.

12.1. Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement, and supersedes all prior agreements, between Nucleus Cloud Corp and Customer regarding the subject matter hereof.

12.2. Assignment.

Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

12.3. Severability.

If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.

12.4. Relationship of the Parties.

The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

12.5. Notices.

All notices provided by Nucleus Cloud Corp to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to Nucleus Cloud Corp in writing by Courier or U.S. mail to 81 Frank Norris St. apt 604 San Francisco, California. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

12.6. Governing Law, Jurisdiction, Venue.

This MSA will be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in San Francisco County, California. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.

12.7. Export Compliance.

The Services and other software or components of the Services that Nucleus Cloud Corp may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8. Anti-Corruption.

Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Nucleus Cloud Corp’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Nucleus Cloud Corp. `

12.9. Publicity and Marketing.

Nucleus Cloud Corp may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Nucleus Cloud Corp on Nucleus Cloud Corp’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Nucleus Cloud Corp. Nucleus Cloud Corp may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Nucleus Cloud Corp never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments.

Nucleus Cloud Corp may amend this MSA from time to time, in which case the new MSA will supersede prior versions. Nucleus Cloud Corp will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Nucleus Cloud Corp as consent to any such amendment. Nucleus Cloud Corp’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.