SOFTWARE AS A SERVICE AGREEMENT V.2
THIS AGREEMENT SHALL BE DEEMED TO BE ACCEPTED OR AGREED BY YOU, EITHER BY INDICATING
YOUR ACCEPTANCE ONLINE OR VIA EMAIL OR BY EXECUTING AN ORDER FORM THAT REFERENCES
THIS AGREEMENT OR THROUGH AN EXCHANGE OF EMAILS AT ANYTIME DURING OR POST THE ORDER 
FOR EXECUTION. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS
"YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH 
AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT 
ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. DEFINITIONS
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the 
subject entity. "Control,” for purposes of this definition, means direct or indirect ownership or control of 
more than 50% of the voting interests of the subject entity.
“Agreement” means this Software as a Service Agreement (“Nucleus Service Agreement”), Order Form, 
schedules, addendums, annexures or attachments.
“Content” means information obtained by Us from Our content licensors or publicly available sources and 
provided to You, as may be described in the Documentation.
“Documentation” means Our offline and/or online user guides, documentation, and help and training 
materials, as updated from time to time.
Intellectual Property Right(s)” shall mean and include all copyrights (whether registered or not) including, without 
limitation, rights in computer products, applications, platforms, software, computer database rights, drawings, 
source code, object code, literary and artistic works; trademarks, trade names, trading style, business names, 
logos, get-up, colour combination, trade dress, corporate names and service marks (whether registered or not); 
domain names; patents, patent applications and the subject matter thereof whether finally patented or not; 
designs (whether registered or not); design rights, semi-conductor topography rights, rights in undisclosed or 
confidential information, business and technical data, specifications, concepts, flow charts, records, documents, 
papers, notebooks, technical information, (such as know-how, trade secrets) and inventions, developments, 
enhancements, modifications; processes, methods, utility models, circuit layouts and all other intellectual property 
or similar proprietary rights, in any medium or form.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for 
example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalogue or marketplace of applications that interoperate with the
Service.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is 
entered into between You and Us or any of Our Affiliates, including any addenda and supplements 
thereto. By entering into an Order Form hereunder, You and/or your Affiliate agrees to be bound by the terms of 
this Agreement as if it were an original party hereto. The Order Form shall be incorporated into this Agreement 
and all references to the Agreement shall include the Order Form.
“Regulator” means a government or regulatory body with binding authority to regulate Customer’s financial 
services activities; provided, that the term Regulator does not include any regulatory body or instrumentality of 
Iran, North Korea, the People’s Republic of China or of any other country that is subject to or may be subjected to 
in the future, any embargo or sanction by the United States as administered by the Office of Foreign Assets 
Control (OFAC) or by any other country or international agency relating to which the Indian government may put 
restrictions for doing business with.”
“Software” means the object code version of any software to which Licensee is provided access as part of the
Service, including any updates or new versions.
“Service(s)” ” shall mean Software program/product and services ordered by You under an Order Form and 
made available by Us and are Nucleus’s internet-accessible service identified in the applicable Order Form that 
provides use of Nucleus’s identity/access management Software that is hosted by Nucleus or its services 
provider and made available to You over a network. “Services” exclude Content and Third Party Products.
"Third Party Products" means a web-based or offline software application that is provided by a third party and 
interoperates with a Service, including, for example, an application that is developed by or for You, is listed on a 
Marketplace.
“Third Party Cloud Hosting Provider” means the computer equipment on which the Software is installed, which is 
owned and operated by the third party service provider.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, 
and to whom You (or We at Your request) have supplied a user identification and password. Users may 
include Your named users/employees and/or any other person as agreed upon mutually from time to time.
"We," "Us", "Our" and “Nucleus” means the Nucleus Software Exports Limited.
"You", "Your" and “Licensee” means the company or other legal entity for which you are accepting this
Agreement, and Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You to the Services or collected 
and processed by or for You using the Services, excluding Content.
2. DESCRIPTION OF SERVICES
The Service consists of the availability of and access to the Software that is owned and/or operated by Nucleus 
as a web-based application (i.e. through the Internet), further described in the Order Form. You acknowledge that 
the Service is provided as a generic, web-based service for all customers of Nucleus. Nucleus therefore does not 
guarantee that the Service meets the specific requirements and objectives of the Licensee.
3. GRANT AND ACCESS TO THE SERVICE
3.1 The Order Form lists down the information for accessing the Services. During the Term, Customer on receipt 
of non-refundable fee, will receive a nonexclusive, non-sub licensable, non-assignable, non-transferable, 
personal, limited right to access and use the Software as Services solely for your internal business operations 
subject to the terms of this Agreement
3.2 The software and hardware requirements in order to access the Service are described in the Documentation. 
As far as third party technology or software is required for access to and/or use of the Service, these will be 
specified in the Documentation. You are solely responsible for obtaining all the appropriate licenses to use any 
third party software or hardware.
3.3 Your representative is responsible for authorization of Users accessing the Service. Access to the Service is 
personal. A User may not grant access to the Service to a person not authorized by Your representative. If a 
User is no more associated with your organization, it’s your responsibility to revoke the access.
3.4 An internet connection is necessary for obtaining access to the Service. You are solely responsible for having 
and keeping an Internet connection and/or other telecommunications networks. Sending data and information via 
the internet and/or other telecommunications networks is the solely Your responsibility and risk.
4. USE OF SERVICES AND CONTENT
4.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are 
purchased as subscriptions, (b) subscriptions may be added during a subscription term at the 
same pricing as the underlying subscription pricing, prorated for the portion of that subscription 
term remaining at the time the subscriptions are added, and (c) any added subscriptions will 
terminate on the same date as the underlying subscriptions.
4.2. Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be 
responsible for the accuracy, quality and legality of Your Data and the means by which You 
acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to 
or use of Services and Content, and notify Us promptly of any such unauthorized access or 
use, (d) use Services and Content only in accordance with the Documentation, applicable laws 
and government regulations and policies and terms of Third Party Cloud Hosting Provider, (e) be the 
data fiduciary/data controller/data processor for the purpose of this Agreement and/or Order Form, (f) 
accordingly, be solely responsible for transfer and processing of Your Data including but not limited to 
any personal information, (f) not share any personal information with us and therefore provisions of any 
data protection laws or regulations shall not apply to Us.
4.3. Usage Restrictions. You will not (a) make any Service or Content available to, or use any 
Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, 
sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a 
service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libellous, or 
otherwise unlawful or tortious material, or to store or transmit material in violation of third-party 
privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt 
the integrity or performance of any Service or third-party data contained therein, (f) attempt to 
gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct 
or indirect access to or use of any Service or Content in a way that circumvents a contractual 
usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy 
Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any 
part of any Service or Content, other than framing on Your own intranets or otherwise for Your own 
internal business purposes or as permitted in the Documentation, (k) access any Service or Content in
order to build a competitive product or service, or (l) reverse engineer any Service (to the 
extent such restriction is permitted by law) (m) You agree that during the term and three years from the 
expiry of the term, You shall not engage yourself or through any third party in the development of any 
licensed software for which licenses are granted under this Agreement. You agree to indemnify Us for
any potential loss due to the breach of this clause. Additionally, in such event We reserve right to revoke 
the license granted under this Agreement without any liability whatsoever.
4.4. Removal of Content and Third Party Products. If We are required by a licensor to remove 
Content, or receive information that Content provided to You may violate applicable law or third-party 
rights, We may so notify You and in such event You will promptly remove such Content from 
Your systems. If We receive information that a Third Party Product hosted on Services may 
violate applicable law or third-party rights, We may so notify You and in such event You will promptly 
disable such Third Party Products or modify Third Party Products to resolve the potential violation. If 
You do not take required action in accordance with the above, We may disable the applicable Content, 
Service and/or Third Party Software until the issue of potential violation is resolved.
4.5. Third Party Products. 1) We or third parties may make available (for example, through a 
Marketplace or otherwise third-party products or services, including, for example, Third Party 
Products and implementation and other consulting services. Any acquisition by You of such 
products or services, and any exchange of data between You and third party product provider, is solely 
between You and the applicable third party product provider. Except as specified in an Order Form, 
We do not warrant or support Third Party Product or other third party products or services, whether 
or not they are designated by Us as “certified” or otherwise. 2) If You install or enable a Third Party 
Products for use with a Service, You grant Us permission to allow the provider of that Third Party 
Products to access Your Data as required for the interoperation of that Third Party Product with 
the Service. We are not responsible for any disclosure, modification or deletion of Your Data 
resulting from access by a Third Party Product.
3. The Services may contain features designed to interoperate with Third Party Products. To use such 
features, You may be required to obtain access to Third Party Products from such providers, and 
may be required to grant Us access to Your account(s) on the Third Party Products. If the provider of 
a Third Party Product ceases to make the Third Party Product available for interoperation with the 
corresponding Service features on reasonable terms, We may cease providing those Service 
features without entitling You to any refund, credit, or other compensation.
5. OUR RESPONSIBILITIES
5.1. Provision of Services. We will (a) make the Services and Content available to You pursuant to this 
Agreement and the applicable Order Forms, (c) use commercially reasonable efforts to make the 
online purchased Services available as per the Order Form and Agreement except for: (i) planned 
downtime ((ii) any unavailability caused by circumstances beyond Our reasonable control, including, 
for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike 
or other labour problem (other than one involving Our employees), Internet service provider failure 
or delay, denial of service attack.
5.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for 
protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, 
but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data 
by Our personnel except (a) to provide the purchased Services and prevent or address service or 
technical problems, (b) as compelled by law in accordance with Section 9.3 (Compelled 
Disclosure) below, or (c) as You expressly permit in writing.
5.3. Mutual Warranties: In connection with this agreement, each party will comply with applicable laws 
including the import, reimport, sanctions, anti-boycott, export, and re-export control laws and 
regulations.
6. FEES AND PAYMENT
6.1. Orders. You shall order Services pursuant to a Order Form. All services acquired by You shall be 
governed exclusively by this agreement and the applicable Order Form.
6.2. Fees. You will pay all fees specified in Order Forms in the currency mentioned therein. Except as 
otherwise specified herein or in an Order Form, fees are based on Services and Content purchased 
and not actual usage, (ii) payment obligations are non- cancellable and fees paid are nonrefundable, and (iii) quantities purchased cannot be decreased during the relevant subscription 
term.
6.3. Invoicing and Payment. You will provide Us with valid and updated payment information, or 
with a valid purchase order or alternative document reasonably acceptable to Us. Payment 
methods shall be as described in the Order Form. Such Charges shall be made in advance, either 
annually or in accordance with any different billing frequency stated in the applicable Order
Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the 
invoice date. You are responsible for providing complete and accurate billing and contact 
information to Us and notifying Us of any changes to such information.
6.4. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without 
limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 2% of 
the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or 
(b) We may condition future subscription renewals and Order Forms on payment terms shorter than 
those specified in Section 6.2 (Invoicing and Payment).
6.5. Suspension of Service and Acceleration. If any amount owing by You under this or any other 
agreement for Our services is 30 (thirty) or more days overdue (or 10 or more days overdue in the case 
of amounts You have authorized Us to charge You), We may, without limiting Our other rights and 
remedies, accelerate Your unpaid fee obligations under such agreements so that all such 
obligations become immediately due and payable, and suspend Our services to You until such 
amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is 
overdue, before suspending services to You.
6.6. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 
(Suspension of Service and Acceleration) above if You are disputing the applicable charges 
reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.7. Taxes. The fees, and other charges as described in Order Form are exclusive of all applicable Taxes, 
levies or duties, whether levied in present and future, all of which shall be borne and payable by You. 
Local taxes, freight and forwarding charges will also be extra. There cannot be any deduction of any 
kind (on account of withholding tax or deduction of any other nature) on the amount invoiced by the 
Nucleus. Taxes: “Taxes” are any, direct tax or indirect tax, levied by central, state and local authorities, 
with any name, but not limited to, value-added, sales, withholding tax deduction, consumption, service, 
excise, Goods & Services, use or such similar taxes levied, charged or assessed by any taxing 
authority, government or other competent authorities, as applicable and specified under the laws, in 
force, at the relevant particular point of time.
6.8. Future Functionality. You agree that Your purchases are not contingent on the delivery of any 
future functionality or features, or dependent on any oral or written public comments made by Us 
regarding future functionality or features.
7. VERIFICATION RIGHTS OF NUCLEUS
7.1. We have a right to verify compliance of the license granted and/or Agreement by You, including but not 
limited to the use of the Service, through verification during the term of the Agreement. The verification 
shall be performed by an authorised representative to examine Your performance of, and conformance 
to the terms of this Agreement relating to license grant, usage of Services and Contents as per the
terms agreed in this Agreement. You will fully cooperate with verification and shall provide access to all
required information as part thereof. You shall give Us all required and all documents for conducting 
such verification
7.2. The cost of verification shall be borne by Us if the verification shows that the Agreement is complied 
with. If the verification identifies non-compliance of this Agreement or discrepancy (of any nature) in
excess of five percent (5%) of the total contract billings, You will reimburse Us for the total costs of the 
audit. You will be liable to pay any/all outstanding costs along with the applicable interest charges within
a reasonable amount of time (not to exceed 30 days) from presentation of Our findings to You. Upon
non-payment of outstanding dues, we will be entitled to suspend the Agreement without prejudice to any
other right available to Us as per the law and this Agreement. If the verification identifies noncompliance of this Agreement related to Intellectual Property Rights, in addition to any other remedy 
available to US, we reserve right to terminate this Agreement. You will fully cooperate with an audit
and shall provide access to all required information as part thereof. You shall provide any and all
documents including invoices, accounting extracts, Service(s) related documents, in relation to this
Agreement, as may be requested by Us time to time for the audit. You shall give Us full access to it
premises and all documents for conducting such audits. It is also agreed that You shall maintain true and
complete books and records in relation to this Agreement.
7. A AUDIT RIGHTS OF LICENSEE
7. A.1 “Regulatory Supervision”. If “Regulator” requires Licensee to verify its compliance with 
applicable laws administered by the Regulator in connection with use of the Services by Licensee 
and/or Third Party Cloud Hosting Provider under this Agreement, and Licensee cannot satisfy a 
request after using commercially reasonable efforts to do so (including by providing available
information and documentation) and notifies Nucleus of this condition or (ii) makes a written request 
directly to Nucleus for assistance verifying Licensee’s compliance with applicable laws administered by 
the Regulator in connection with use of the Services Licensee under the Agreement (each a 
“Request”), then Nucleus will address the Request as described in this Section.
(a) Information Requests. Nucleus and/or Third Party Cloud Hosting Provider will use 
commercially reasonable efforts to assist Licensee to respond to the Request, or if a 
Regulator made the Request to Nucleus and/or Third Party Cloud Hosting Provider 
directly, Nucleus and/or Third Party Cloud Hosting Provider will use commercially 
reasonable efforts to respond directly to the Regulator, in each case by providing
(i) relevant information and documentation regarding Third Party Hosting Provider’s 
technical and organizational measures, and (ii) for those questions that cannot be 
satisfied by such information and documentation, if any, a security and compliance 
briefing by personnel of Nucleus and/ or Third Party Hosting Provider.
(b) On-Site Visit. Following a notice to Licensee by Regulator confirming its regulatory 
authority and that the Request cannot be satisfied by means that are less burdensome for 
Licensee and/or Third Party Cloud Hosting Provider including pursuant to subsection (a), 
Licensee and/or Third Party Cloud Hosting Provider (as the case me) will permit a 
reasonable number of Regulator’s compliance personnel or auditors to visit the 
premises of Nucleus and/or Third Party Cloud Hosting Provider (a “Visit”) for the 
purpose of assisting Licensee to satisfy the Request. The Visit will be subject to 
applicable policies and reasonable limits related to safety, preserving the security and 
confidentiality of Content and intellectual property of Nucleus and/or Third Party Cloud 
Hosting Provider and their customers, and maintaining the integrity of the Nucleus and/or 
Third Party Cloud Hosting Provider Network. The Visit will be conducted in a manner that 
reasonably minimizes the disruption on the operations of Nucleus and/or Third Party 
Hosting Provider.
(c) Confidentiality and Costs. Licensee will undertake to obtain confidential treatment or 
similar protection for any information disclosed to, or gathered by, Regulator under this 
section. Licensee will reimburse Nucleus and/or Third Party Cloud Hosting Provider for 
their costs and expenses related to a Request.”
8. PROPRIETARY RIGHTS AND LICENSES
8.1. Reservation of Rights. We are the sole and exclusive owner of the Software and have the right to 
grant You the rights granted under this Agreement .Subject to the limited rights expressly granted 
hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the 
Services and Content, including all of Our/their related intellectual property rights. No rights are 
granted to You hereunder other than as expressly set forth herein. You retain ownership and intellectual 
property rights in and to Your Data. Nucleus or its licensors retain all ownership and intellectual property 
rights to the services, Software, programs, and anything modified, customised and/or developed and 
delivered under the Agreement.
8.2. License by You to Host Your Data and Applications. You grant Us, Third Party Cloud Hosting 
Provider and Our Affiliates a worldwide, limited- term license to host, copy, transmit and display 
Your Data and program code created by or for You using a Service, as necessary for Us to 
provide the Services in accordance with this Agreement. Subject to the limited licenses granted 
herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or 
to Your Data or program code.
9. CONFIDENTIALITY
9.1. Definition of Confidential Information.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the 
other party (“Receiving Party”), whether orally or in writing, whether directly or indirectly, which, (a) if in 
written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) 
if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is 
confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such 
disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably 
appears to be confidential or proprietary because of the circumstances of disclosure and the nature of 
the information itself. Confidential Information will also include information disclosed by third parties to a 
disclosing party under an obligation of confidentiality. Subject to the display of customer content as
contemplated by this Agreement, Your Confidential Information includes Your Data; Our 
Confidential Information includes the Services and Content; and Confidential Information of each 
party includes the terms and conditions of this Agreement and all Order Forms (including pricing), 
as well as business and marketing plans, technology and technical information, product plans and 
designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (i) is or becomes 
generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) 
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach 
of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach 
of any obligation owed to the Disclosing Party, or (iv) was independently developed by the 
Receiving Party.
9.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it 
uses to protect the confidentiality of its own confidential information of like kind (but not less than 
reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose 
outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party 
in writing, to limit access to Confidential Information of the Disclosing Party to those of its and 
its Affiliates’ employees and contractors who need that access for purposes consistent with this 
Agreement and who have signed confidentiality agreements with the Receiving Party containing 
protections no less stringent than those herein. Neither party will disclose the terms of this Agreement 
or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the 
other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, 
legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s 
compliance with this Section 9.
9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing 
Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party 
prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at 
the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving 
Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a 
civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the 
disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of 
compiling and providing secure access to that Confidential Information.
10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
10.1. Representations. Each party represents that it has validly entered into this Agreement and has 
the legal power to do so.
10.2. Your Warranties. You hereby warrant that (a) only authorized Users will make use of the Services (b)
the Services shall be used in accordance with Section 4 of this Agreement.
10.3. Our Warranties. We warrant that (a) this Agreement, the Order Forms and the Documentation 
accurately describe the applicable administrative, physical, and technical safeguards for protection of 
the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall 
security of the Services during a subscription term, (c) the Services will perform materially in 
accordance with the applicable Documentation, (d) the Services and Content will not introduce 
Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies 
are those described in Section 14 (Termination).
10.4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NUCLEUS DOES NOT MAKE 
ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR 
OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, 
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY 
APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY 
WHATSOEVER. NUCLEUS DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS 
FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDER.
11. THIRD PARTY CLOUD HOSTING PROVIDER
11.1.You acknowledge that the hosting services are being provided under this Agreement through a third 
party service provider (hereinafter referred to as the “Third Party Hosting Provider”). The terms of 
this clause are limited to those services that are actually provided by the Third Party Cloud Hosting
Provider (“Service Offerings”) and do not apply to any associated services provided by Nucleus itself 
(e.g., configuring, supporting or applying/maintaining security controls in relation to the Nucleus 
software (as detailed in the applicable “Order Form”) on the Third Party Hosting Provider’s hosting 
infrastructure).
11.2.Should there be any material impact on Services, deliverables and/or solution or any non-compliance 
of Laws due to an act and/or omission attributable to Third Party Hosting Provider, the parties will 
discuss such impact and agree on all possible solutions to mitigate it. If required, that impact may 
need to be addressed though an amendment of the applicable Order Form and/or SOW (in which 
case the parties will negotiate such amendment in good faith). Nucleus will not be liable and 
responsible for any impact arising due to an act and/or omission attributable to Third Party Hosting 
Provider, but to the extent that Nucleus has rights to recover any amounts from the Third Party Cloud 
Hosting Provider for such act and/or omission, will enforce those rights and pass through any 
recovered amounts to You.
11.3.If any claim of indemnity is properly raised by the Third Party Cloud Hosting Provider due to Your 
Data, You shall defend, indemnify and hold Us harmless from that claim provided that where the 
claim relates to infringement or misappropriation of third party intellectual property rights, this 
obligation will be limited to defending the claim and paying the amount of any adverse final judgment 
or settlement.
12. MUTUAL INDEMNIFICATION
12.1.Indemnification by Us.
Nucleus shall, at its expense, defend or settle any claim, action or allegation brought against You 
that the Software infringes any patent, copyright, trade secret or other proprietary right of any third 
party, provided that You give prompt written notice to Us of any such claim, action or allegation of 
infringement and gives Us the authority to proceed as contemplated herein. We will have the 
exclusive right to defend any such claim, action or allegation and make settlements thereof at Our 
own discretion, and You may not settle or compromise such claim, action or allegation, except with 
Our prior written consent. You shall give such assistance and information as We may reasonably 
require to settle or oppose such claims. In the event any such infringement, claim, action or 
allegation is brought or threatened, We may, at its sole option and expense:
a. procure for You the right to continue use of the Software or infringing part thereof;
b. modify or amend the Software or infringing part thereof, or replace the Software or infringing part 
thereof with other software having substantially the same or better capabilities; or
c. if neither of the foregoing is commercially practicable, We shall terminate this Agreement with 
respect to the infringing part of the Software and refund the charges paid hereunder on pro-rated
basis paid by You for part thereof. This shall be the sole and exclusive remedy available to the You 
and We will then be released from any further obligation whatsoever to You in connection with the 
infringing part of the Software.
We shall have no liability for any claim based on (a) Your Content, (b) modification of the Services 
not authorized by Us, or (c) use of the Services other than in accordance with the Documentation 
and this agreement.
12.2.Indemnification by You. You will defend Us and/or any of our Directors. Officers or employees 
against any claim, demand, suit or proceeding made or brought against Us by a third party alleging 
that Your Data including but not limited to personal information, infringes or misappropriates such 
third party’s rights, violates applicable law or any claim, demand, suit or proceeding arising due to 
Your unauthorized discloser of personal information to Us (a “Claim Against Us”), and will indemnify 
Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any 
amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) 
promptly give You written notice of the Claim Against Us, (b) give You sole control of the 
defence and settlement of the Claim Against Us (except that You may not settle any Claim 
Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable 
assistance, at Your expense.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF BUSINESS, PROFITS, 
LOSS OF USE, LOSS OF GOODWILL, LOSS OF REVENUE AND/OR OPPORTUNITY,
BUSINESS INTERRUPTION, LOSS OF DATA OR USE OF ANY SERVICE, INCREASED 
EXPENSES OR WASTED EXPENSES, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR 
CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF 
THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES 
HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, 
SERVICES. IN ANY EVENT, PARTIES MAXIMUM AGGREGATE LIABILITY (WHETHER IN 
CONTRACT, INDEMNITY OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES 
OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM 
NUCLEUS’S NEGLIGENCE, WHETHER ARISING DUE TO INCIDENTS AND/OR SERIES OF 
RELATED OR UNRELATED INCIDENTS ARISING UNDER THIS AGREEMENT, SHALL IN 
NO EVENT BE GREATER THAN, THE LAST THREE (3) MONTHS OF THE SERVICES FEES 
PAID BY YOU, FROM THE DATE OF THE SAID LIABILITY ARISES.
14. TERM AND TERMINATION
14.1 Term. Unless otherwise agreed in the Order Form, the Agreement will commence on the Effective Date 
and shall remain in force for a minimum term of one (1) year as from the Effective Date, unless 
terminated earlier. After expiry of the initial period, and any subsequent period, the Agreement will be 
automatically renewed for periods of one (1) year each, unless terminated in writing at least three (3) 
months prior to the end of the then-current term. The parties herein agree that the terms and conditions 
including but not limited to financial considerations may be revised from time to time upon mutual 
discussions and/or as agreed upon in the Order Form.
14.2. Termination. A party may terminate this Agreement for cause upon 30 (thirty) days written notice to the 
other party of a material breach if such breach remains uncured at the expiration of such 
period, or if the other party becomes the subject of a petition in bankruptcy or any other 
proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 
The parties explicitly exclude the possibility to prematurely terminate the Agreement prior to the 
minimum term under clause 14.1 or any extended term agreed upon between the parties except in case 
of early termination (with or without cause) of hosting services by Third Party Cloud Hosting Provider
14.3. Effects of Termination. Upon the termination of the Agreement: (a) You shall pay to Us all amounts 
due on the date of termination; (b) You shall immediately and permanently cease to use, in any 
manner whatsoever, the Services; (c) each party will immediately return to the other party, or at the 
other’s party request, destroy all Confidential Information of the other Party;
15. Your Data Portability and Deletion.
15.1. Upon request by You made within 60 (sixty) days after the effective date of termination of this
Agreement, We will make Your Data available to You post payment of applicable charges. After that
60 (sixty) days period, We will have no obligation to maintain or provide Your Data, and will 
thereafter delete or destroy all copies of Your Data in Our systems or otherwise in our possession 
or control unless legally prohibited. Notwithstanding anything mentioned herein, Nucleus may retain any/all
commercial information including but not limited to invoices, fees/payment details and/or any other financial 
data related to this Agreement and/or any part thereof for records and/or audits.
16. Surviving Provisions. Termination of the Agreement shall not affect any rights or liabilities of either Party 
accrued as of the date of termination. For the avoidance of doubt, termination of the Agreement, for 
whatever reason, shall not affect any payments received under the Agreement by the Provider for the 
Service performed up to the date of termination. The Sections titled "Fees and Payment for Purchase 
Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," 
"Limitation of Liability," "Portability and Deletion of Your Data," "Notices”, “Governing Law and 
Jurisdiction," and "General Provisions" will survive any termination or expiration of this Agreement.
17. NOTICES
All notices under this Agreement must be in writing and sent to the address mentioned in the Order Form, 
unless a party designates in writing a different address. The parties consent to the use of electronic means 
and facsimile transmissions for communications as a signed writing.
18. GOVERNING LAW AND DISPUTE RESOLUTION:
GOVERNING LAW: If the Licensee is located in Australia, New Zealand, Japan, mainland China, Hong 
Kong S.A.R., Macau S.A.R., Taiwan, South Korea, Sri Lanka, Bangladesh, Nepal, or a member state of the 
Association of Southeast Asian Nations (ASEAN) collectively referred as (“APAC Region”), in such event
this Agreement shall be and construed in accordance with the laws of the Singapore. If the Customer is 
located in India, in such event this Agreement shall be and construed in accordance with the laws of India. If 
the customer is located in other locations this Agreement shall be and construed in accordance with the 
laws of the United Kingdom.
19. DISPUTE RESOLUTION:
(1) Any dispute or difference whatsoever arising between the parties out of or relating to the 
construction, meaning, scope, operation or effect of this Agreement or the validity or the breach thereof 
shall be settled amicably by the parties. Failing such settlement within 30 days of submission of such 
request, the same shall be settled through final and binding arbitration.
(2) If the Licensee is located in India, in such event Indian Council of Arbitration shall administer the 
arbitration in New Delhi, India under Rules of Arbitration of the Indian Council of Arbitration which rules 
are deemed to be incorporated by reference in this section.
(3) If the Licensee is located in APAC Region, then the Singapore International Arbitration Centre 
(SIAC) will administer the arbitration in Singapore under its Rules of Arbitration, which rules are deemed 
to be incorporated by reference in this section.
(4) If the Licensee is located in any other location, the London Court of International Arbitration (LCIA) 
will administer the arbitration in London under the LCIA Arbitration Rules which rules are deemed to be 
incorporated by reference in this section.
(5) In any location, there will be one arbitrator that Licensee and Nucleus both select. The arbitration will 
be conducted in the English language. Judgment upon the award rendered may be entered and will be 
enforceable in any court of competent jurisdiction having jurisdiction over the parties
(6) Licensee may only resolve disputes with Nucleus on an individual basis, and may not bring a claim 
as a plaintiff or a class member in a class, consolidated, or representative action.
(7) Notwithstanding the foregoing, in the event of Licensee or others’ unauthorized access to or use of 
the Licensed Product or content in violation of these terms Licensee agree that Nucleus is entitled to 
apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20. NON SOLICITATION
Neither Party shall, during the term of this Agreement and for a period of twenty-four (24) months after 
the expiry or termination of this Agreement and/or relevant Statement of Work, directly or indirectly, 
employ or offer to employ any person who is an employee of the other Party during the term and for a 
period of 24 months post expiry/suspension/termination of the Agreement. It is clarified that any 
employee of Nucleus who has ever worked on the software licensed under this Agreement shall be 
subject to this clause. In the event of breach of this clause, the defaulting party shall indemnify and/or 
compensate non defaulting party with annual fee as agreed in this Agreement which shall be deemed as 
reasonable liquidated damages.
21. GENERAL PROVISIONS
21.1. Anti-Bribery and Anti-Money Laundering.
i) Both parties represent and warrant that their operations are and have been conducted at all times in 
compliance with all applicable financial record keeping and reporting requirements, anti-terrorist 
financing legislation and money laundering statutes of all applicable jurisdictions and any related or 
similar rules, regulations or guidelines issued, administered or enforced by any governmental agency. 
ii) Both parties affirm that they have knowledgeable regarding their obligations under the AntiCorruption Laws, and expressly agree to comply with Nucleus anti-bribery and corruption policy, and 
the Anti-Corruption Laws, at all times. iii) Both parties agree to notify each other within a reasonable 
time period if they, or any of their owners, Affiliates, officers, employees, representatives, subcontractors or other persons associated with it in connection with the performance of this Agreement 
commits any bribe or violation of the Anti-Corruption Laws. Without prejudice to other rights and 
remedies under this Agreement, Parties will remove the relevant person(s) from any role in the 
performance of this Agreement and take prompt remedial action to prevent future reoccurrences of 
such activity. iv) Parties have not received or been offered any illegal or improper bribe, 
kickback, payment, gift, or thing of value from any of other party’s employees or agents in 
connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary 
course of business do not violate the above restriction. If parties learn of any violation of the 
above restriction, the concerned party will use reasonable efforts to promptly notify Us.
21.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You 
and Us regarding Your use of Services and Content and supersedes all prior and 
contemporaneous agreements, proposals or representations, written or oral, concerning 
itssubject matter. In the event of any conflict or inconsistency among the following 
documents, the order of precedence shall be: (1) this Agreement , (2) the applicable Order Form
and (3) the Documentation. Nucleus may review, revise or amend the terms in the Agreement and
introduce new policies from time to time to reflect the changing needs of the business and to comply
with new legislations, regulations, guidelines, rules, etc. and your continued use of the Services
following such modifications will indicate your acceptance of the same. The remedy available to Us in 
this Agreement shall not be deemed exclusive but in addition to other rights available under law and 
Agreement.
21.3 Assignment and Sub-contracting. Neither party shall assign this Agreement and/or any rights and/or 
obligations, whether in whole or in part, hereunder without the written consent of the other party nor 
shall any such attempted assignment be null and void. Nucleus reserves right to sub-contract 
implementation of Services provided it shall remain liable and responsible to all act or omission of sub
- contractor. It is clarified that Third Party Cloud Hosting Provider shall not be considered as subcontractor.
21.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not 
create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between 
the parties.
21.5. Non-Exclusive Service. Licensee acknowledges that Services is provided on a non-exclusive basis.
Nothing shall be deemed to prevent or restrict Nucleus’s ability to provide the Software as Services or 
other technology, including any features or functionality first developed for you, to other parties.
21.6 No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as 
agent for any other Nucleus company. Subject to any permitted Assignment under Section 17.3, 
the obligations owed by Us under this Agreement shall be owed to You solely by Us and the 
obligations owed by You under this Agreement shall be owed solely to Us. The Licensee grants 
Licensor a limited license to use any Licensee’s trade name and trademark for the limited purpose of 
referring the Licensee’s name in Licensor’s marketing material and on Licensor’s web site provided 
the same should not be detrimental to the Licensee
21.7 Analysis Report. We may anonymously compile statistical information related to the performance of 
the Services for purposes of improving the service, provided that such information does not identify 
Your or Your customer’s data or include customer’s name.
21.8 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver 
by either party of any breach of this Agreement shall not constitute a waiver of any other or 
subsequent breach. No failure or delay by either party in exercising any right under this Agreement will 
constitute a waiver of that right.
21.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be 
contrary to law, the provision will be deemed null and void, and the remaining provisions of this 
Agreement will remain in effect.
21.10 Headings. The section headings used herein are for information only and shall not affect the 
interpretation or any provision of this Agreement.