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1. SUBSCRIBED SERVICES, GRANT OF LICENSE

1.1 Nebula Capital, directly or through an affiliate, agrees to provide to Client the products and/or services set forth in the Ordering Document (the "Services"). The Services may include artificial intelligence models, datasets, analytical tools, and insights (the "Licensed Content"), access to and/or use of software, AI platforms, or other technology (the "Nebula Platform"), or other services including premium support and consulting. Specific Services may be defined by and are subject to the Services Definitions and Service-Specific Terms and Conditions included with the Ordering Document. Nebula Capital will make the Services available to the Client via secure cloud-based access accessible by Client with authentication credentials, via an application programmer interface ("API"), or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Nebula Capital grants to Client a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.

1.2 The Services will be provided as they exist and are updated, refined, and enhanced throughout the Term. Information, models, and tools provided as part of any Licensed Content may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Client understands and acknowledges that the contents of Licensed Content will evolve over time as models are retrained, data is refreshed, and algorithms are improved, and that at any given time it has a right to access and use the services to which it is subscribed as they exist at that time. Certain portions of the Services may be provided by Nebula Capital's third party licensors, technology partners, or data providers, and Nebula Capital's ability to provide such services may be subject to the willingness of such partners to continue to contract with Nebula Capital. Features and functions of the Nebula Platform are provided "as is" and as they may be modified, supplemented, or removed from time to time in Nebula Capital's sole discretion. Nebula Capital shall have no liability to Client for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Ordering Document.

1.3 Ownership. Client acknowledges and agrees that, as between Client and Nebula Capital, the Licensed Content, the Nebula Platform, and any related documentation (including, without limitation, the algorithms, models, architectures, weights, training methodologies, software code, interface design, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Licensed Content or Nebula Platform) are the property of Nebula Capital or its licensors, whether or not they are trademarked, copyrighted, or patented. Client acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest in the Licensed Content or Nebula Platform, nor any part thereof, except the limited license provided hereunder, and Client expressly disclaims and waives any and all claims to any ownership interest in any such content, models, or materials. This includes, without limitation, any Licensed Content that Client downloads, exports, or incorporates into other systems or workflows. Client further acknowledges and agrees that the Licensed Content and Nebula Platform, in whole or in part, represent proprietary technology and valuable intellectual property. Subject to the limited rights expressly granted hereunder, Nebula Capital, its affiliates and/or its licensors reserve all right, title, and interest in and to the Licensed Content and Nebula Platform, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein. All other trademarks, registered trademarks, product names, and company names or logos mentioned in or on the Nebula Platform are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Nebula Capital nor any endorsement, sponsorship, or recommendation of Nebula Capital by any such person or entity.

1.4 Third Party Applications. "Third Party Applications" means computer software programs and other technology that are provided or made available to Client or Authorized Users by third parties, including those with which the Nebula Platform may interoperate, including, for example, Client's CRM, data analytics platforms, business intelligence tools, or enterprise software systems, if any. Nebula Capital may make available certain "Integration Tools", which consist of Nebula Platform components designed to allow Client to use the Nebula Platform and the Licensed Content in such a way as to interoperate with one or more Third Party Applications. Nebula Capital is not responsible for and does not endorse any Third Party Applications or external services linked to by the Nebula Platform. Client shall not integrate Licensed Content into any Third Party Applications for the purpose of allowing persons who are not Authorized Users (defined below) to access or use the Licensed Content.

1.5 Availability, Performance Guarantee. Nebula Capital guarantees that the Nebula Platform will be available at least 99.5% of the time in a given calendar month. In the event that system availability falls below the availability guarantee, Client may provide notice to Nebula Capital, and if availability again falls below guaranteed levels within 3 months of such notice, Client may terminate this Agreement upon notice to Nebula Capital and shall be entitled to a prorated refund of any prepaid Subscription Fees applicable to periods after the date of such termination. Planned maintenance windows for system updates, outages caused by factors outside of Nebula Capital's reasonable control, and brief interruptions for a period of less than five minutes shall be excluded from the foregoing uptime calculation. Nebula Capital commits to providing AI models and analytical outputs that meet or exceed the accuracy benchmarks and performance metrics specified in the applicable Service Documentation. If at any time during the Term the Services fail to meet the specified performance standards by more than 10%, then upon notice from the Client, Nebula Capital shall have 30 days to remediate the Services to meet the specified standards. If Nebula Capital is unable to achieve the specified performance standards within 30 days, upon notice to Nebula Capital, Client may terminate the Agreement and shall be entitled to a prorated refund of any prepaid Subscription Fees applicable to periods after the date of the first notice under this paragraph.

1.6 Support. Nebula Capital will provide reasonable technical assistance and ongoing support to assist Client and Authorized Users in accessing and utilizing the Licensed Content and Nebula Platform. Nebula Capital will make its technical personnel available by email, secure messaging, video conference, or phone for consultation, problem resolution, or technical questions between the hours of 8:00 a.m. and 6:00 p.m. Mountain Time (Monday – Friday) and will make reasonable efforts to acknowledge support requests within 12 business hours. Premium support services, dedicated account management, and custom consulting are subject to any service-specific terms and conditions included with the Ordering Document.

2. AUTHORIZED USE OF LICENSED CONTENT AND NEBULA PLATFORM, RESTRICTIONS

2.1 Authorized Users. Client shall be entitled to designate persons as users of the Services ("Authorized Users") up to the number of Authorized Users subscribed as stated in the Ordering Document. Each Authorized User will be provided unique authentication credentials. Such credentials may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. If any Authorized User's login credentials are disclosed to any person who is not an Authorized User but who would satisfy the qualification requirements of Section 2.2 hereof, such disclosure shall constitute Client's subscription as of the time of such disclosure to the number of additional Authorized Users equal to the number of persons to whom such credentials were disclosed. If Client designates additional persons as Authorized Users beyond the number subscribed, such designation may be deemed by Nebula Capital as Client's subscription to such additional number of Authorized Users. In the event of such subscription, Nebula Capital may charge Client a corresponding additional Subscription Fee equal to the prevailing per-Authorized User rate multiplied by the period from the date of designation until the end of the then-current Term. Client shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of Licensed Content set forth herein. Client acknowledges and agrees that Authorized Users must provide Nebula Capital with certain identifying information, including their name and a business email address, and that Authorized Users may be required to accept an end-user license agreement agreeing to Nebula Capital's privacy policy and representing that they are authorized to access the Services on Client's behalf.

2.2 Qualification of Authorized Users. Client shall not designate any person as an Authorized User unless such person is: (a) a natural person and (b) an employee of Client. Client may designate a non-employee (i.e., an independent contractor or consultant) as an Authorized User only with Nebula Capital's prior written permission and provided Client takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment or engagement of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person's authorization to access the Services shall be revoked automatically without any further action by Nebula Capital. In the event of a termination as described in the previous sentence, Client shall promptly notify Nebula Capital and take all reasonable steps to ensure that such person ceases accessing the Services. Client may reassign Authorized User designations in good faith, subject to the foregoing qualification requirements.

2.3 Authorized Uses, Restrictions. Client shall not access or use the Services for any purpose except for Client's internal business operations, research and development, data analysis, business intelligence, strategic planning, and other lawful commercial purposes consistent with the nature of the Services. Client shall not access or use the Licensed Content for the benefit of or on behalf of any person or entity except Client. Subject to Client's compliance with all applicable laws, rules, and regulations, Client may use the Services to: (a) access and analyze the Licensed Content; (b) generate insights, reports, and analyses based on the Licensed Content for internal business purposes; (c) integrate outputs from the Services into Client's internal systems and workflows; and (d) utilize AI models and analytical tools to support Client's business operations, strategic decision-making, and competitive intelligence activities. Client shall not permit anyone who is not an Authorized User to access or use the Services, including any Licensed Content or any Authorized User login credentials. Client shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Licensed Content, AI model outputs, proprietary algorithms, or any part of the Services to any third party for commercial purposes. Client shall not use the Licensed Content or outputs from the Services to create competing products or services, to train competing AI models, or to reverse-engineer the underlying algorithms, architectures, or methodologies employed by Nebula Capital. Client shall not incorporate any portion of the Services or Licensed Content into Client's own commercial products or services offered to third parties without Nebula Capital's express written permission. Client is solely responsible for any use of insights, analyses, or outputs derived from the Services in Client's business decisions and operations. Client shall not use the Services to facilitate illegal activities, to discriminate unlawfully against any individual or group, or for any purpose that violates applicable laws or regulations.

2.4 Permitted Use of Nebula Platform, Restrictions. Client is permitted to use the Nebula Platform solely for the purpose of accessing and using the Licensed Content as permitted by this Agreement. Client will not (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or model architectures from any of the Nebula Platform; (b) reproduce, modify, create derivative works of, or prepare adaptations of any of the Nebula Platform or related documentation; (c) distribute, publish, or display any of the Nebula Platform or related documentation other than to Authorized Users; (d) share, sell, rent, lease, or otherwise provide access to the Nebula Platform to third parties, or use the Nebula Platform to operate any service bureau or similar business; (e) create any security interest in the Nebula Platform; (f) alter, destroy, or otherwise remove any proprietary notices, branding, or labels on or embedded within the Nebula Platform or related documentation; (g) disclose the results of any performance benchmarks, model accuracy tests, or comparative analyses of the Nebula Platform to any third parties without Nebula Capital's prior written consent; (h) employ any measure intended to circumvent usage limitations, rate limits, or access controls; or (i) use automated scraping tools, bots, or similar methods to extract data or content from the Nebula Platform (except such means as are included within the Nebula Platform, such as Integration Tools and approved API access, or such other means as are expressly approved in advance in writing by Nebula Capital). Client may use the Nebula Platform only in accordance with this Agreement and not for the benefit of any third party, except with Nebula Capital's express prior written permission.

2.5 Limitations on Use of the Services. Client shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Client shall not override or circumvent, or attempt to override or circumvent, any security feature, control, rate limit, or usage restriction of the Nebula Platform. Client will not use the Licensed Content or Nebula Platform for commercial purposes not permitted under this Agreement and shall not designate any person as an Authorized User if Client has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. Nebula Capital may implement technological measures to enforce reasonable usage limits to prevent excessive use, including excessive API calls, compute resource consumption, or data exports that indicate a violation of this Agreement, such as unauthorized sharing with third parties or attempting to circumvent subscribed service limits. If Client's access to the Services is limited under this paragraph, it may request that the limit be adjusted, and Nebula Capital may modify a particular limitation if it determines in its sole and absolute discretion that the proposed use by Client is in good faith and otherwise consistent with this Agreement.

2.6 Client Data. Client is solely responsible for all data, files, information, content, training datasets, prompts, queries, and other materials that are uploaded, submitted, transmitted, or otherwise provided by Client in connection with Client's use of the Services (collectively, "Client Data"), and Client represents and warrants that it has all rights and authority necessary to provide Client Data to Nebula Capital without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, trade secrets, contract rights, or any other intellectual property or proprietary rights. Client shall be solely responsible for making any required notices (including without limitation any privacy notices required by applicable local, state, federal, and international laws and regulations) and for obtaining any required consents sufficient to authorize Nebula Capital's performance of its obligations and exercise of its rights as set forth in this Agreement. Client shall not transmit any protected health information (PHI), financial account information, social security numbers, or other sensitive personal data (as defined in Applicable Privacy Laws) to Nebula Capital without express written authorization.

2.7 Unauthorized Access and Use. In the event Nebula Capital has a reasonable belief that Client or any Authorized User is engaged in or has facilitated any unauthorized access or use of the Licensed Content or Nebula Platform in violation of this Agreement, Nebula Capital, in its sole discretion, may immediately suspend Client's access to the Licensed Content and/or Nebula Platform until such violation is resolved to Nebula Capital's reasonable satisfaction. Nebula Capital will have no liability to Client for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Client's obligation to pay the Subscription Fee.

3. TERM AND TERMINATION

3.1 Term. The "Initial Term" of the Agreement is that which is set forth in the Ordering Document (together with any period of extension, the "Term"). The Agreement is not cancellable and shall remain in effect until it expires or is earlier terminated according to its terms.

3.2 Termination. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of a material breach of this Agreement by the other party that is not remedied within twenty-one (21) days after the breaching party's receipt of written notice of such breach. The parties may terminate this Agreement at any time upon their mutual written agreement.

3.3 Effect of Termination. 3.3.1 Expiration or Termination for any Reason. Upon expiration or termination of the Agreement for any reason: (a) Client may retain and continue to use any analyses, reports, or derivative insights generated from Licensed Content during the Term subject to the terms of this Agreement; (b) Client shall immediately cease accessing or using the Nebula Platform and all Licensed Content; and (c) Client acknowledges and agrees that its access to the Services may be automatically terminated, all authentication credentials and user accounts deactivated, and all information that has been uploaded into Nebula Capital's systems by Client archived or destroyed in accordance with Nebula Capital's data retention policies. 3.3.2 Termination by Nebula Capital. If this Agreement is terminated by Nebula Capital due to an uncured material breach by Client, all Subscription Fees for the remainder of the then-current Term shall be immediately due and payable to Nebula Capital, and Client shall promptly remit all such fees to Nebula Capital. 3.3.3 Termination by Client. If this Agreement is terminated by Client due to an uncured material breach by Nebula Capital, Nebula Capital shall promptly refund the pro-rata amount of any pre-paid Subscription Fees attributable to periods after the date of such termination.

4. FEES AND TAXES

4.1 Client shall pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services as provided hereunder (the "Subscription Fee"). All Subscription Fees are due upon execution of the Ordering Document, or notice of a deemed subscription as provided herein, and payable on the terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount shall be payable within 30 days of Nebula Capital's transmission to Client of an appropriate invoice. All amounts payable by Client under this Agreement will be paid to Nebula Capital without setoff or counterclaim, and without any deduction or withholding. Nebula Capital's acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of Nebula Capital's right to unpaid amounts.

4.2 If Client fails to timely make any payment of Subscription Fees, Nebula Capital may, in its sole discretion, take any or all of the following actions: (a) restrict or suspend Client's access to the Licensed Content and Nebula Platform until all past-due payments are made, (b) terminate this Agreement, or (c) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable. Nebula Capital shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Client's access to the Services during a period of non-payment shall have no effect on the Term of this Agreement nor on Client's obligation to pay the Subscription Fee.

4.3 Client is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Client's subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Ordering Document, all fees, rates, and estimates exclude sales taxes. If Nebula Capital believes any such tax applies to Client's subscription and Nebula Capital has a duty to collect and remit such tax, the same may be set forth on an invoice to Client unless Client provides Nebula Capital with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Client immediately or as provided in such invoice. Client shall indemnify, defend, and hold harmless Nebula Capital and its officers, directors, employees, members, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Client, except to the extent that any such claims, action, or proceeding is directly caused by a failure of Nebula Capital to remit amounts collected for such purpose from Client. Nebula Capital is solely responsible for taxes based upon Nebula Capital's net income, assets, payroll, property, and employees.

5. DATA PROTECTION AND CONFIDENTIALITY

5.1 Client acknowledges and agrees that Nebula Capital will operate in accordance with its published Privacy Policy (available at nebulacapital.io/privacy-policy/ or as Nebula Capital may otherwise indicate), which is incorporated herein by reference.

5.2 "Confidential Information" of a party means such party's (or its affiliate's): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; proprietary algorithms, model architectures, training methodologies, and artificial intelligence techniques not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, and documentation; business information such as pricing models, client lists, partner relationships, strategic plans, financial projections, and business plans not yet announced or disclosed to the public; and any other information or knowledge not generally available to the public. "Confidential Information" does not include the Licensed Content and outputs provided to Client as part of the Services (which are subject to other restrictions under this Agreement). All business terms of this Agreement, including, but not limited to, pricing and access levels, shall be considered Confidential Information of Nebula Capital.

5.3 Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party's Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; (c) became generally available to the public, by publication or otherwise, through no fault of such party or (d) was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party. The parties shall take all necessary and appropriate steps to ensure that their employees, contractors, and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party's Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party's expense, in its efforts to obtain a protective order or other legally available means of protection.

5.4 Personal Information. To the extent that either party transmits or receives personal information under this Agreement, such party shall comply with all applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information (collectively, "Applicable Privacy Laws"). To the extent that personal data obtained by Client under this Agreement is subject to Applicable Privacy Laws (which may include the E.U. General Data Protection Regulation, the "GDPR", or the retained version of the GDPR applicable in the UK, the "UK GDPR", together with the GDPR the "UK/EU GDPR"), each party agrees that the Controller-to-Controller Data Processing Addendum is incorporated by reference into these Terms in relation to such personal data. Within the Nebula Platform, Nebula Capital may maintain a privacy compliance registry and suppression lists. Client agrees to review such lists on a regular basis (no less frequently than once per month) and to honor such privacy preferences in its use of any Licensed Content or outputs from the Services, unless Client has established an independent lawful basis to process such information. To the extent that any Services may involve Nebula Capital receiving personal data from Client that is subject to Applicable Privacy Laws (which may include the UK/EU GDPR), the Controller-to-Processor Data Processing Addendum is incorporated by reference into these Terms and shall set out the status and responsibilities of the parties in relation to such personal data.

5.5 Submitted and Integrated Data. Client acknowledges that, through the use of the Services, including Integration Tools and API access, Client may transmit information to Nebula Capital, and/or provide Nebula Capital with access to Third-Party Applications or other systems for the purpose of receiving the Services including, but not limited to, data enrichment, model training, analytical processing, or system integration. Notwithstanding anything in this Agreement to the contrary, Client agrees that any information so transmitted or accessed may be used by Nebula Capital to test, develop, improve, or enhance Nebula Capital's products and services, including training and refining AI models, and Client grants Nebula Capital an irrevocable, perpetual, worldwide, transferable, sublicensable, and royalty-free license to such information in anonymized and aggregated form. To the extent that any such information is subject to Applicable Privacy Laws (which may include the UK/EU GDPR), the Submitted and Integrated ("S&I") Controller-to-Controller Data Processing Addendum is incorporated by reference into these Terms in relation to such information. Client may modify these permissions via functionality within the Nebula Platform where available.

5.6 Usage Information. Nebula Capital may access, collect, and use any information from or relating to Client's use of the Services ("Usage Information") for customer and technical support, for regulatory and third party compliance purposes, to protect and enforce Nebula Capital's rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement, to improve and optimize the Services, and to recommend additional products or services to Client. Nebula Capital may share this information with Nebula Capital's partners or affiliates for the same purposes. Client grants Nebula Capital and Nebula Capital affiliates the perpetual right to use Usage Information for purposes such as to test, develop, improve, and enhance Nebula Capital's products and services, to create benchmarks and performance metrics, and to own derivative works based on Usage Information, so long as neither Client, Authorized User nor any other individual is identifiable as the source of such information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (b) it has the requisite power and authority to enter this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.

6.2 Client represents and warrants, and covenants that it will not, in connection with this Agreement, including its use of or access to the Services, engage in, encourage, or permit conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party.

6.3 Nebula Capital represents and warrants that (a) it possesses all necessary authority and permissions to provision Client with access to the Licensed Content and Nebula Platform; (b) the information and AI models contained in the Licensed Content have been developed in compliance with applicable data protection and privacy laws and regulations; and (c) it has the requisite power and authority to provide and supply the Services, as applicable.

7. REMEDIES

7.1 Remedies not Exclusive. No remedy provided in this Agreement shall be deemed exclusive of any other remedy that a party may have at law or in equity unless it is expressly stated herein that such remedy is exclusive.

7.2 Provisional Remedies. Each party recognizes that the unauthorized disclosure of Confidential Information or, as to Client, Licensed Content or proprietary AI models and algorithms, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post bond or other security.

7.3 Liquidated Damages. Client acknowledges that the Licensed Content and access to the Nebula Platform are for its own internal use only, and that the disclosure to a third party of proprietary AI models, algorithms, Licensed Content, or providing unauthorized third-party access to the Services will cause damage to Nebula Capital in an amount that is difficult to quantify. In order to avoid the time and expense of quantifying damages, if Client, negligently or intentionally, discloses Licensed Content or proprietary technology to a third party, permits a third party to access the Services through use of credentials issued to any Authorized User, or uses Licensed Content or the Services for the benefit of or on behalf of any third party in violation of this Agreement, then Nebula Capital shall be entitled to damages from Client in the liquidated amount equal to three times (3x) the annual Subscription Fee per third party recipient or beneficiary, as applicable, or $50,000, whichever is greater.

8. ATTORNEY FEES, DISPUTE RESOLUTION, CLASS ACTION WAIVER

8.1 Attorney Fees. In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses actually incurred in endeavoring to enforce the terms of this Agreement, including reasonable attorney fees.

8.2 Mandatory Arbitration. Except for Litigation Claims (defined below), any dispute, claim, or controversy arising out of or relating to this Agreement, including, without limitation (a) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (b) claims alleging tortious conduct (including negligence) in connection with the negotiation, execution, or performance thereof, or (c) the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS' Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by a single arbitrator. The arbitration award shall be final and binding, and such award may be entered in any court having jurisdiction. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (a) punitive, exemplary, or multiple damages under any legal theory, except in the event of a party's or its agent's gross negligence or intentional misconduct; (b) mandatory or prohibitory injunctive relief, except for temporary relief in aid of the arbitration or to secure the payment of an award; or (c) any damages in excess of the limits set forth in this section or Section 10 (Limitation of Liability) of this Agreement.

8.3 Class Action Waiver. No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

8.4 Litigation Claims. The following claims ("Litigation Claims") shall be litigated and not arbitrated: (a) claims against a party to this Agreement under the provisions involving claims by third parties; (b) claims by a party for the unauthorized use, or the misuse, by the other party of the first party's Confidential Information or proprietary technology; (c) claims by Nebula Capital to collect Subscription Fees; and (d) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration unless otherwise agreed in writing.

9. INDEMNIFICATION

9.1 Client agrees to indemnify, defend, and hold harmless Nebula Capital and its officers, directors, employees, members, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (a) Client's access or use of the Licensed Content in violation of any law, (b) Client's violation of any provision of this Agreement, (c) Client's use of outputs, analyses, or insights derived from the Services in its business operations or decision-making processes that results in harm to third parties, or (d) the use of any Licensed Content or Nebula Platform by any third party to whom Client has granted access (including access obtained by such third party through use of the authentication credentials assigned to Client and its personnel).

9.2 Nebula Capital shall indemnify Client for any damages finally awarded by any court of competent jurisdiction against Client in, or for amounts paid by Client under a settlement approved by Nebula Capital in writing of, any legal proceeding brought by a third party alleging that the Licensed Content or Nebula Platform infringes upon or violates the intellectual property rights of any such third party. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Services are the basis of the claim against Client; (b) a claim against Client arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Nebula Capital, if the Services or use thereof would not infringe without such combination; or (c) a claim against Client arises from Client's breach of this Agreement.

9.3 As a condition to any right to indemnification under this Agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party's expense. This section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder. 1

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF A PARTY'S OR ITS AGENT'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY NEBULA CAPITAL OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE TO NEBULA CAPITAL, AND REFUND OF A PRORATED PORTION OF THE SUBSCRIPTION FEES THAT CLIENT HAS PAID. NEBULA CAPITAL'S MAXIMUM LIABILITY TO CLIENT SHALL BE THE AMOUNTS ACTUALLY PAID TO NEBULA CAPITAL BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO CLIENT'S CAUSE OF ACTION. EXCEPTING LIABILITY ARISING FROM CLIENT'S OR ITS AGENT'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR CLIENT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, CLIENT'S MAXIMUM LIABILITY TO NEBULA CAPITAL HEREUNDER SHALL BE TWO TIMES (2X) THE AMOUNT OF THE SUBSCRIPTION FEE. 1

11. DISCLAIMER OF WARRANTIES

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE LICENSED CONTENT, NEBULA PLATFORM, AND ANY OTHER SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, AND NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY. NEBULA CAPITAL DOES NOT REPRESENT, COVENANT, WARRANT, OR PROMISE THAT ANY OF THE SERVICES, INCLUDING AI MODELS, ANALYTICAL TOOLS, OR INSIGHTS, MAY BE USED OR RELIED UPON BY CLIENT OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, NOR THAT ANY OF THE SERVICES WILL RENDER CLIENT NOR ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, AND NEBULA CAPITAL EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW ANY SUCH REPRESENTATION, COVENANT, WARRANTY, OR PROMISE. IF AND TO THE EXTENT THAT CLIENT USES ANY OF THE SERVICES WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, CLIENT ACKNOWLEDGES AND AGREES THAT SUCH SERVICES ARE, IN THAT REGARD, PROVIDED "AS IS", AND CLIENT ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. CLIENT AGREES THAT NEBULA CAPITAL SHALL HAVE NO LIABILITY TO CLIENT FOR CLIENT'S USE OF OR RELIANCE ON ANY SERVICES FOR SUCH PURPOSES. NEBULA CAPITAL MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI MODEL OUTPUTS, PREDICTIONS, OR ANALYTICAL RESULTS, AND CLIENT ACKNOWLEDGES THAT ALL BUSINESS DECISIONS BASED ON SUCH OUTPUTS ARE MADE AT CLIENT'S SOLE RISK AND DISCRETION. THIS PARAGRAPH IS NOT INTENDED TO DIMINISH, MODIFY, OR RELEASE ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN.

12. AUDIT

During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Client shall maintain complete and accurate records of Client's use of the Licensed Content and Nebula Platform sufficient to verify compliance with this Agreement. Client shall permit Nebula Capital and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Client in connection with the Licensed Content. The scope of any such audit will be limited to verification of Client's compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at Nebula Capital's expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Client shall reimburse Nebula Capital for its reasonable out-of-pocket expenses incurred in performing such audit.

13. MISCELLANEOUS PROVISIONS

13.1 Marketing. Client hereby authorizes Nebula Capital to use Client's name and logo for its marketing efforts unless and until such authorization is revoked in writing.

13.2 Assignment. Either party hereto may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without the other party's consent, provided however that (a) Client's assignment hereof shall be effective only after fourteen (14) days' written notice to Nebula Capital, and (b) Client may not assign this agreement to any competitor of Nebula Capital without Nebula Capital's express written consent. No rights or obligations under this Agreement may be assigned or delegated except as provided in this section without the prior written consent of the other party, and any assignment or delegation in violation of this section shall be void.

13.3 Notices. Client shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to Nebula Capital shall be sent to info@nebulacapital.io. If Client fails to provide an email address for notices, Nebula Capital may provide notices hereunder by any means reasonably calculated to provide Client with actual notice thereof.

13.4 Currency. All monetary amounts specified in this Agreement are in United States dollars unless otherwise expressly stated.

13.5 Suggestions and Feedback. Nebula Capital shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Authorized Users, relating to the operation of the Services or Beta Services (defined below) provided such information does not include any Client Confidential Information.

13.6 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any un-expired subscription set forth in any Ordering Document or agreement between the parties for access to Nebula Capital Services shall be governed by the terms hereof. In the event of any conflict between the Ordering Document and these Terms, these Terms shall prevail unless the Ordering Document expressly provides that it is modifying these Terms with respect to such Agreement.

13.7 Amendment. Nebula Capital may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Client informs Nebula Capital that it does not accept such amendments. In the event Client informs Nebula Capital that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Nebula Capital and Client.

13.8 Force Majeure. Neither Nebula Capital nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, cloud infrastructure failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.9 Export Compliance. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Nebula Capital and Client each represents that it is not on any U.S. government denied-party list. Client will not permit any Authorized User to access or use any Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

13.10 Unenforceability and Survival. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement.

13.11 Nebula Capital Contracting Entity, Governing Law, and Venue. The meaning of Nebula Capital, the law governing this Agreement, and the jurisdiction in which disputes shall be adjudicated are set forth in the table below, in each case based on where the Client is domiciled. If Client is domiciled in: The Nebula Capital entity entering this Agreement is: Governing law is: Courts with exclusive jurisdiction are located in: Arbitration Proceeding Location: The United Kingdom, Switzerland, or a country in the European Economic Area "EEA" Nebula Capital International Ltd., a United Kingdom limited company with registered office at [UK registered address]. England and Wales London, England London, England¹ The United States of America or any other country (excluding the United Kingdom, Switzerland, and EEA) Nebula Capital LLC, a Wyoming limited liability company with principal place of business at 30 N Gould Ste R, Sheridan, WY 82801. Wyoming, USA Wyoming, USA² Cheyenne, Wyoming, USA³ ¹ The parties hereby agree to exclude all rights to seek a determination by the court of a preliminary point of law under section 45 of the Arbitration Act 1996 and all rights of appeal on a point of law from any arbitration award under section 69 of the Arbitration Act 1996. A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. ² Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in the State of Wyoming for purposes of any lawsuit seeking to enforce this Agreement, and agrees that the exclusive venue for any litigation, action, suits, or proceeding arising out of or relating to this Agreement shall lie in the District Court in and for Sheridan County, Wyoming, or, if federal jurisdiction exists, in the United States District Court for the District of Wyoming. ³ Any arbitration conducted in the United States pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).