You are responsible for obtaining and maintaining access to the platform, as well as for all activities that occur under your account. You are also responsible for ensuring that your use of the platform complies with our Terms and Conditions, as well as all applicable laws and regulations.

You are responsible for managing and maintaining the accuracy, completeness, and confidentiality of all data and information that you input into the platform. This includes ensuring that you have the necessary rights and permissions to use and disclose any data or information that you provide to the platform.

You are responsible for managing your users’ access to the platform, including setting up user accounts, assigning roles and permissions, and revoking access when necessary.

You are responsible for providing first-line support to your users, including answering questions, troubleshooting issues, and escalating to our support team when necessary. You are also responsible for maintaining your own hardware, software, and network infrastructure, including any necessary upgrades or maintenance.

You are responsible for ensuring that your use of the platform complies with all applicable laws and regulations, including data privacy and security laws, and for obtaining any necessary consents or approvals from your own customers or other stakeholders.

Subject to Customer’s full and ongoing compliance with the terms and conditions of this Agreement, CloudNuro will make the software-as-a-service platform available to Customer’s employees and contractors (“Users”) during the Term. CloudNuro grants the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Customer’s Users to access and use the Service in accordance with the terms of this Agreement. Customer shall remain responsible for each User’s access and use of the Service as if such access or use were Customer’s own. The duration of trial access will be agreed upon between you and CloudNuro and communicated to you in writing.

Except as expressly permitted hereunder, Customer shall not, and shall not permit any User or other third party to (i) interfere with the performance of the Service or the data contained therein; (ii) attempt to gain unauthorized access to the Service or the networks or systems related to the Service; (iii) interfere with another’s use of the Service; (iv) permit access to the Service by any third party; (v) use the Service or provide the Service to third parties in any service-bureau or similar capacity; (vi) modify, copy, or make derivative works based on the Service; (vii) disassemble, reverse engineer, or decompile the Service or any software applications associated with the Service; (viii) access the Service to build a competitive service or reproduce features of the Service; or (ix) disclose any User IDs, passwords, tokens, keys or other similar access credentials to the Service.

Customer hereby grants to CloudNuro a worldwide, irrevocable, nonexclusive, non-transferable right to use, host, display, distribute and modify any content provided by or on behalf of Customer or its Users to CloudNuro (“Customer Content”) to: (i) provide the Services and perform its obligations under this Agreement; (ii) to improve CloudNuro’s products and services; and (iii) to generate Usage Data. Customer warrants that it has secured all the necessary rights to provide the Customer Content to CloudNuro and for CloudNuro to exercise the foregoing rights in order to provide the Services. Customer acknowledges that Customer Content does not include any aggregated, non-personally identifiable data or other routines generated by CloudNuro through any automated data analysis, processing, or other normal operations of the Service (collectively, “Usage Data”). For the avoidance of doubt, as between the Parties, CloudNuro owns all Usage Data and may use Usage Data without restriction. Customer agrees that CloudNuro may use aggregated or anonymized Customer Content and Usage Data for any business purpose during or after the term of this Agreement, including without limitation to develop and improve CloudNuro products and services and to create and distribute insights, reports, and other materials.

As between the Parties, Customer controls Customer’s Environment and its individual components (each, a “Customer Component”), whether owned, leased, or licensed by Customer, located on Customer’s premises or cloud-based, or used by Customer on a software-as-a-service basis or otherwise. The customer is solely responsible for selecting, implementing, activating, deactivating, and configuring the connections between the Customer Components and the Services (the “Connections”) and configuring the Services, including with respect to how they interoperate with the Customer Components. By connecting a Customer Component with the Services, Customer hereby grants CloudNuro the right and is expressly instructing CloudNuro, to access and interoperate with that Customer Component solely to provide and support the Services. The customer is responsible for ensuring that the access, use, and interoperation of Customer Components with the Services complies with all terms, policies, and licenses applicable to the Customer Components and associated data and the Connections (collectively, “Customer Component Terms”).

Certain portions or features of the Service may be subject to additional service-specific terms located at https://www.cloudnuro.ai/terms-of-service, as may be updated from time to time (“Additional Terms”). The use of and access to the Service granted hereunder shall be subject to such Additional Terms.

CloudNuro may make Service functionality available to the Customer to try at its option at no additional charge which is designated as beta, pilot, proof of value (POV), limited release, developer preview, non-production, evaluation, or by a similar designation (“Beta Services’). The customer acknowledges and agrees that its use of Beta Services is subject to these Standard Terms.

As used herein, “Confidential Information” means all information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) in connection with this Agreement where such information should be reasonably understood, based on the nature of the information or the circumstances of its disclosure, to be proprietary or confidential. Without limiting the generality of the foregoing and notwithstanding any marking or failure to mark such items as confidential or proprietary, the CloudNuro Technology and any test results, summaries, or analysis generated in connection with the use of the Service hereunder, as well as any Usage Data, constitute CloudNuro’s Confidential Information. Confidential Information shall not include any information that: (i) was already known by the Receiving Party prior to disclosure; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall not (i) use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations under this Agreement, or (ii) disclose Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors, and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information that is at least as protective of the Confidential Information as the Receiving Party’s obligations hereunder. In no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party solely to the extent required by law, provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s expense) if the Disclosing Party wishes to obtain protective treatment of the Confidential Information.

Except as provided in Section 9.2 with respect to good faith disputes, Customer agrees to pay all fees charged by CloudNuro for Customer’s use of Services in accordance with this Agreement and applicable Order(s) and Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an Order, (a) prices for Services are set forth on the Pricing Page; (b) Fees must be paid in U.S. dollars and, subject to Section 9.2, within 30 days of invoice; and (c) Fees for Services include standard Support at no additional charge.

Customer must assert any good faith dispute with regard to Fees in writing within 10 days of receipt of the invoice giving rise to the dispute. Except in the event of a good faith dispute, if Customer fails to make payment when due, without limiting CloudNuro’s other rights and remedies: (a) CloudNuro may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Law; (b) Customer shall reimburse CloudNuro for all reasonable costs incurred by CloudNuro in collecting any late payments or interest, including reasonable attorneys’ fees; and (c) if such failure continues for 10 days or more, CloudNuro may suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full. CloudNuro will not exercise its suspension or termination rights or apply interest on late Fees if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

If Customer is paying Fees using a credit card or any digital payment method supported by CloudNuro, Customer authorizes CloudNuro to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies CloudNuro to stop using a previously designated payment method and fails to designate an alternative, CloudNuro may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges CloudNuro submits to Customer’s billing account before CloudNuro can reasonably act on Customer’s request. CloudNuro uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from CloudNuro’s third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from CloudNuro.

Each Party represents and warrants to the other Party that it has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder, and that the execution and performance of this Agreement does not and will not conflict with or violate any law or its contractual or other obligations to any third party.

CloudNuro represents and warrants that it will provide the Service in a professional manner, consistent with applicable law and industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 10, THE SERVICE IS PROVIDED “AS IS”, AND WITHOUT WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDNURO HEREBY DISCLAIMS ALL OTHER WARRANTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, AND ALL CONTENT, INFORMATION, AND MATERIALS PROVIDED THEREWITH, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, SECURITY OR INTEGRITY OF DATA, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

Subject to Sections 11.2 and 11.4, CloudNuro agrees to defend Customer, its Participating Affiliates, and their respective employees, officers, and directors (collectively, “Customer Indemnitees”), against any claim, demand, suit, or proceeding (“Action”) made or brought against Customer Indemnitees by a third party alleging use of the Services as permitted under this Agreement infringes such third party’s Intellectual Property Rights (each, a “Customer Claim”) and CloudNuro will indemnify Customer Indemnitees from any damages, costs, and expenses (collectively, “Losses”) finally awarded against Customer Indemnitees as a result of, or for amounts paid by Customer Indemnitees under a settlement approved by CloudNuro in writing for a Customer Claim.

If the Services become, or in CloudNuro’s opinion are likely to become, the subject of a Customer Claim, CloudNuro may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate, with no material decrease in functionality; or, if neither (a) or (b) are commercially reasonable, (c) terminate the Order solely with respect to the specific Services affected and issue a Pro-Rated Refund for amounts connected to the affected Services. CloudNuro will have no obligation to defend or indemnify Customer Indemnitees for any Customer Claim to the extent an Action arises from any of the following (collectively, “Customer-Controlled Matters”): (i) Customer’s Environment; (ii) Account Data, Customer Data or Customer Credentials (including activities conducted with Customer Credentials), subject to CloudNuro’s Processing obligations under this Agreement; or (iii) use of the Services by Customer or an Authorized User in a manner that breaches an Order, Service Plan or this Agreement. CLOUDNURO’S OBLIGATIONS IN SECTIONS 11.1 AND 11.2 STATE THE CUSTOMER’S EXCLUSIVE REMEDIES AND CLOUDNURO’S ENTIRE LIABILITY FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.

Subject to Section 11.4, Customer agrees to defend CloudNuro and its Affiliates, and their respective employees, officers, and directors (collectively, “CloudNuro Indemnitees”), against any Action, made or brought against the CloudNuro Indemnitees by a third party arising out of or relating to Customer-Controlled Matters, and Customer will indemnify CloudNuro Indemnitees from any Losses finally awarded against CloudNuro Indemnitees as a result of, or for amounts paid by CloudNuro Indemnitees under a settlement approved by Customer in writing, for any Action against the CloudNuro Indemnitees arising out of or relating to Customer-Controlled Matters.

A Customer Indemnitee or CloudNuro Indemnitee (each, an “Indemnitee”) seeking indemnification shall promptly notify the other Party (each, an “Indemnifying Party”), in writing of any Action for which it seeks indemnification pursuant to Section 11.1 or 11.3 (as applicable) and reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party shall promptly take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s expense. An Indemnitee may participate in and observe the proceedings on a monitoring, non-controlling basis at its own expense with counsel of its own choice. A Party’s failure to perform any obligations under this Section 11.4 will not relieve the Indemnifying Party of its obligations under Section 11.1 or 11.3 (as applicable) except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.

The term of this Agreement shall begin on the Effective Date and, unless terminated earlier as described below, shall continue for the Subscription Term or earliest termination of the last Order Form or, if no Subscription Term is specified therein, for a period of ninety days (90) days (the “Initial Term”).

Either party may terminate this Agreement or any Order Form by written notice if the other party is in material breach of this Agreement or such Order Form, where such material breach is not cured within 30 days after written notice of such breach from the non-breaching party.  If Customer fails to pay within 15 days after written notice of nonpayment of any amounts owed to Company, such nonpayment will be deemed a material breach.

Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Order Forms and access to the Service will automatically terminate; and (b) all outstanding payment obligations of Customer will become due and payable immediately.

The following provisions will survive any expiration or termination of the Agreement: Sections 4.5, 5, 5-14 and 15.3-15.4.

CloudNuro may make changes or updates to the Service during the Term, including to reflect changes in technology, industry practices, patterns of system use, and availability of third-party content. Such changes will not result in a material reduction in the functionality or performance of the applicable Service.

Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, labor shortage or dispute, governmental act or disruption of the Internet or telecommunications.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Dalaware, and each Party consents to the personal jurisdiction thereof with respect to such disputes.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the Parties, and the remaining provisions of this Agreement shall remain in effect.

CloudNuro may use Customer’s name as a reference for marketing or promotional purposes on CloudNuro’s website and in other communication with existing or potential Company customers, subject to any written trademark policies Customer may provide CloudNuro in writing, with reasonable advanced notice.

CloudNuro may use Customer’s name as a reference for marketing or promotional purposes on CloudNuro’s website and in other communication with existing or potential Company customers, subject to any written trademark policies Customer may provide CloudNuro in writing, with reasonable advanced notice.

Neither Party shall have the right to assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that CloudNuro may assign this Agreement without Customer’s consent in connection with a change of control, merger, or sale or transfer of all or substantially all of its assets related to this Agreement. Any attempted assignment in violation of the foregoing will be void. This Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.

Any notice required or permitted to be given hereunder may be delivered by registered or certified mail, return receipt requested, or by rapid delivery service with tracking enabled, to the address for the applicable Party written here, or at such other address as may hereafter be furnished in writing by either Party to the other.

The Parties are independent contractors. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

This Agreement constitutes the complete and exclusive Agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. This Agreement may only be amended or modified by a writing signed by both Parties and no terms or conditions set forth in Customer’s purchase order or any other document, to which notice of objection is hereby given, or in any future correspondence between CloudNuro and Customer shall alter or supplement this Agreement.

Each Order Form is incorporated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and an Order, the conflicting terms of the Agreement will prevail. Customer may not subcontract or delegate any rights or obligations granted to it under this Agreement to any third parties, including its consultants or contractors, without CloudNuro’s prior written consent.  CloudNuro may use subcontractors or otherwise delegate aspects of its performance under this Agreement, provided that CloudNuro will remain responsible hereunder for any such subcontractor’s performance. No terms of any purchase order, acknowledgment, or other form provided by Customer will modify this Agreement, regardless of any failure of CloudNuro to object to such terms. Any ambiguity in this Agreement will be interpreted without regard to which party drafted this Agreement or any part thereof. There are no third-party beneficiaries to this Agreement, and Customer acknowledges that CloudNuro will have no obligations or liability whatsoever with any third parties with which Customer does business. This Agreement may only be amended by a document signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement.  Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the remainder of this Agreement will continue in full force and effect without said provision. The customer agrees to comply with all applicable export control laws and regulations related to its use of CloudNuro Corp.

Notices for claims made for breach of the Agreement (including the exercise of any associated termination rights) or indemnification or for notices under Section 13 (“Legal Notices”), shall be sent to (a) CloudNuro, Attn: Legal, at the address for its IL, USA headquarters (provided at https://www.cloudnuro.ai/company/), with a copy to info@CloudNuro.com or (b) Customer at the physical and email addresses identified in its Order(s). All Legal Notices required or permitted to be given under this Section 17.1, shall be in writing and shall be deemed to be sufficiently given (i) one business day after being sent by overnight courier to the Party’s physical address; or (ii) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address.

For all other notices or communications, the Customer may contact us at info@cloudnuro.com.