TeamsHub Cloud Subscription Agreement This CLOUD SUBSCRIPTION AGREEMENT (“Agreement”) is a binding contract between CYCLOTRON INC. ( “Cyclotron” or “We”) and XXX (“Company”, “Customer” or “You”), and if applicable, between Cyclotron and the Customer or other legal entity that the Customer represents. Cyclotron and Customer are also referred to individually as a “party” and collectively as the “parties”. If the Customer is entering into this Agreement on behalf of a business organization or entity, the Customer represent and warranty that the Customer is duly authorized to bind that entity to this Agreement. This Agreement governs all of the Customer use of our online collaboration service (“TeamsHub” or “Service” or “Online Service”), accessed from our Web site, applicable from any mobile applications and mobile Web sites, or from any other application or access point (“Site”) we make available to the Customer. THIS AGREEMENT GOVERNS ALL USE THE CUSTOMER MAKES OF TEAMSHUB, INCLUDING FREE OR PAID USE (IF ANY). If the Customer does not agree to the terms of this agreement, they should not install or use the software, associated documentation, service or any portion thereof and should not request or accept support services from Cyclotron. DEFINITIONS In this Agreement unless the context otherwise requires the following expressions shall have the following meanings: "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Cloud Subscription Agreement. “Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, to be provided as part of Implementation phase or login to the applicable Service. “Purchase Order” means an ordering document specifying the Services to be provided hereunder that is entered between the Customer and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into a Purchase Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. "Purchased Services" means TeamsHub that the Customer or any of the Customer Affiliates purchase under a Purchase Order, also referred as “Paid Subscription”, as distinguished from those provided pursuant to a Free Trial. “User” means an individual who is authorized by Customer to use a Service, for whom the Customer has ordered the Service, and to whom Customer (or We at the Customer request) have supplied a user identification and password. Users may include, for example, the Customer employees, consultants, contractors and agents, and third parties with which Customer transacts business. "We", "Us" or "Our" means CYCLOTRON INC and/or its affiliates. "You" or "Company" or "Customer" means the Customer or other legal entity for which the Customer is accepting this Agreement, and Affiliates of that Customer or entity. “Customer Data” means electronic data and information submitted by or for the Customer to the Purchased Services or collected and processed by or for the Customer using the Purchased Services. FREE TRIAL: If the Customer registers on our Site or for a Free Trial, Cyclotron may make TeamsHub available to the Customer on a trial basis free of charge for a maximum of thirty (30) calendar days from the start date. If at the conclusion of the Free Trial the Customer choose not to purchase a subscription to TeamsHub, the Customer will not be able to run in cloud any of the features or functionalities available during the free trial. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Notwithstanding Section (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), during the Free Trial the services are provided “as-is” without any warranty. SUBSCRIPTION TERMS AND RESTRICTIONS GENERAL RESTRICTIONS: Customer may not: (i) modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of TeamsHub, (ii) copy, or reproduce TeamsHub in any way, in whole or in part, (iii) create any derivative work based on the Service, (iv) re-distribute or sublicense the Service, or any part thereof, to any third party, (v) "frame" or "mirror" any content available on TeamsHub on any other server or wireless Internet-based device, (vi) operate the TeamsHub on a service bureau basis, without Our express prior written consent, (vii) use TeamsHub in circumstances in which errors or inaccuracies in the content, functionality, data or information provided by the Service or the failure of the Service could lead to death, personal injury, or severe physical or environmental damage. OWNERSHIP: TeamsHub is licensed to the Customer, not sold. Except as expressly set forth herein, We retain all rights in TeamsHub, and all intellectual property rights therein. All rights in TeamsHub not provided to the Customer under this Agreement are expressly retained by Us. The TeamsHub name and logo, the Cyclotron Inc. name and logo, and other product names associated with TeamsHub are trademarks of Cyclotron or Cyclotron’s licensors and no right or license is granted to use them, other than as set forth herein. PROBING: Customer shall not allow anyone working on the Customer behalf to perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan of TeamsHub without Our prior written consent. The Customer shall not allow anyone working on the Customer behalf to use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as "Robots") in conjunction with the Service. NO COMPETITIVE USE: Customer may not register for or use our TeamsHub to monitor or test its performance or for other benchmarking or competitive purposes THE CUSTOMER CONTENT; REPRESENTATION: As between Customer and Us, the Customer retains all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that Customer and its Users upload or submit to TeamsHub (collectively, “Customer Content”). The Customer Content includes data and content submitted TeamsHub by the Customer Users. The Customer represent and warrant that the Customer have all rights, permissions and consents necessary (a) to submit Customer Content to Cyclotron, and (b) to grant Cyclotron the limited rights to use Customer Content exclusively to comply with its obligations set forth in this Agreement; (c) for any transfer of Customer Content from one User to another. CONTENT SUBMITTED BY THE CUSTOMER USERS: Customer acknowledges that any content the Customer submit to a Team within TeamsHub may be retained indefinitely, distributed, displayed, published, modified, and used for any purpose, notwithstanding any other provision of this Agreement. We have no responsibility to enforce any confidentiality obligation the Owner may have to the Customer. If the Customer has Users who submits content to Team, the Owner of that Team may publish or distribute Customer Content to a third party, revoke the Customer permission to access a Team and Customer Content within it, or transfer all rights in the Team to a third party. LICENSE: TeamsHub is designed to facilitate collaboration and sharing of content among Users. In support of that core function, and subject to the settings selected by Customer Users for Teams where Customer Content is stored, the Customer hereby grants Cyclotron a limited license to use Customer Content to provide TeamsHub and its features to the Customer during the term of this Agreement. The Service includes features that permit Owners to “invite” Customer Users to view, modify and collaborate. Cyclotron has no liability for any distribution, publication, display, use or disclosure of Customer Content by other users of the Service to whom the Customer provide or submit Customer Content. CONFIDENTIALITY OF THE CUSTOMER CONTENT: Cyclotron will not disclose or distribute Customer Content to any third party. Notwithstanding any separate nondisclosure agreement that may have been executed between the Customer and Cyclotron. USER NAMES AND PASSWORDS: Customer may not disclose the Customer passwords other than to Customer Users. In addition, the Customer passwords may not be used by more than the number of Users corresponding to the number of licenses that the Customer have purchased or acquired to TeamsHub. The Customer is responsible for maintaining the confidentiality of the Customer account and password information, and for restricting access to the Customer computers. Promptly after becoming informed of a breach of security, the Customer agrees to change the Customer passwords and to promptly notify Cyclotron of such breach in writing. Cyclotron has no obligation to inquire as to the authority or propriety of any use of or action taken under one or more of the Customer passwords and will not be responsible for any loss to the Customer arising from any such use. THE CUSTOMER RESPONSIBILITIES: The Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for obtaining all necessary consents to upload such Customer Content, (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, and (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations. EQUIPMENT AND SOFTWARE: The Customer must provide at its own expense Internet access, compatible software and compatible equipment to access and use TeamsHub. The Customer must meet the system requirements that Cyclotron disclose to the Customer. ACCOUNTS AND COOPERATION: The Customer is responsible for all activity occurring under its accounts and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations including those related to data privacy, international communications and the transmission of technical or personal data in connection with its use of TeamsHub. We may request information and data from the Customer in connection with our providing TeamsHub, and the Customer agree to reasonably cooperate with our reasonable requests in good faith. NOTICE OF UNAUTHORIZED USE: Customer must report to Us immediately, and use reasonable efforts to stop immediately, any copying or distribution of the Service in violation of this Agreement that the Customer are aware of or suspect. AVAILABILITY OF THE SERVICE: Customer’s access to and use of TeamsHub may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of TeamsHub for any reason, including as a result of power outages, system failures, problems inherent in the use of the Internet and electronic communications, failures of Cyclotron’s service providers (including telecommunications, hosting, and power providers) or other interruptions. Cyclotron is entitled, without any liability to the Customer, to suspend access to any portion or all of TeamsHub at any time, on a Service-wide basis: (a) for scheduled downtime (for which Cyclotron will provide reasonable notice) to permit Cyclotron to conduct maintenance or make modifications to TeamsHub; (b) in the event of a denial of service attack or other attack on TeamsHub or other event that We determine, in Our sole discretion, may create a risk to TeamsHub, to the Customer or to any of Our other customers if TeamsHub were not suspended; or (c) in the event that Cyclotron determine that TeamsHub is prohibited by law or Cyclotron otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Cyclotron has no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that the Customer may incur as a result of any Service Suspension. We aim for 99% availability of the TeamsHub service. Availability is highly dependent on underlying Microsoft services (Office 365 and Azure), and is subject to dependencies within customer environment since TeamsHub is installed on the customer’s tenant. PROVISION OF PURCHASED SERVICES: During the term of the Customer’s paid subscription to TeamsHub Cyclotron will (a) make the Services available to the Customer pursuant to this Agreement and the applicable Purchase Order, (b) provide our standard support for the Purchased Services to the Customer at no additional charge, (collectively referred to as the "Support") and (c) use commercially reasonable efforts to provide a Monthly Uptime Percentage of 99.9% to the Customer for the Services during each calendar month, except as specified in the above paragraph. UPDATES: Cyclotron may install on TeamsHub the upgrades, patches and service packs (collectively referred to as "Updates") which become available from time-to-time. Cyclotron makes no guarantee that an Update will be installed during the term of this Agreement. The Updates shall be considered part of TeamsHub and governed by this Agreement. TECHNICAL SUPPORT: Cyclotron shall provide Technical Support to allow the Customer designated Maintenance Services contacts to report problems and to seek assistance in the use of the Service during Cyclotron's support hours of operations as established from time-to-time. Problems may be reported through Cyclotron's online technical support. Cyclotron shall return support requests within a commercially reasonable time after receiving the Customer request. Technical Support does not include on-site or in-person assistance or consultation. PROVISION OF FREE TRIAL: During the term of the Customer free trial for TeamsHub Cyclotron will (a) make the Services available to the Customer pursuant to this Agreement, (b) use commercially reasonable efforts to make the free trial for online Services available with no obligation to provide a Monthly Uptime Percentage. Cyclotron does not provide Support during the Free Trial. UPDATES: Cyclotron may install on TeamsHub the upgrades, patches and service packs (collectively referred to as "Updates") which become available from time-to-time. Cyclotron makes no guarantee that an Update will be installed during the term of this Agreement. The Updates shall be considered part of TeamsHub and governed by this Agreement. • Cyclotron does monthly updates but will work with customer’s IT window to apply patches • Cyclotron will train customer IT on the TeamsHub deployment • Cyclotron will provide build guide/installation instructions • Cyclotron team will assist in initial deployment, subsequent updates can be installed directly by customer IT. Cyclotron can assist on as-need basis. • 40 hours of support included with product, with unlimited number of incidents. SUPPORT: Cyclotron provides the following SLA-based response times: Priority Level Response Time Impact 1 4 hours for engineering resource to be engaged. Complete loss of business processes, business down scenario. 2 8 hours for engineering resource to be engaged. Critical business impact. 3 16 hours for engineering resource to be engaged. Minimum business impact. • Support will be provided for US business hours only. • Product does not include SLA credit or recourse SUBSCRIPTION RENEWALS AND CANCELLATIONS SUBSCRIPTIONS: If the Customer maintain a paid subscription to TeamsHub, Customer subscription period is established when the Customer purchases the subscription. Unless the Customer notifies Us before the end of Customer subscription term, the Customer subscription will automatically renew for successive subscription periods of the same length. Unless We otherwise agree in writing, We charge Service Fees in advance at the beginning of each subscription period. The Customer may view the current subscription plan and billing information at any time in the Customer account administration settings. RENEWAL AND CANCELLATION: Once a subscription period (initial or renewal) commences, all Service Fees paid for that period are non-refundable. The Customer may cancel their subscription at any time before the end of the then-current subscription period using the cancellation procedure available through the account administration area of TeamsHub, in which case the Customer subscription will not renew, and we will not charge the Customer any further Service Fees. When the Customer cancel their subscriptions, the Customer paid subscription will terminate. Annual licensing for TeamsHub is based on number of Microsoft E3/E5 licensed users. Annual true-up costs might apply (based on changes to customer’s Microsoft/Office 365 licensing), which will be billed annually. FEES AND PAYMENTS SERVICE FEES: The Customer agrees to pay the fees in effect for the Customer subscription at the time the Customer purchase or renew it, along with any fees for additional services the Customer agrees to pay while using TeamsHub (collectively, “Service Fees”). Current pricing for subscription plans is/will be available on the customer Invoice. Unless we separately agree otherwise in writing, all Service Fees for subscriptions are payable in advance prior to the commencement of each subscription period. Other Service Fees become due and payable as described on our Site or in this Agreement. BILLING INFORMATION: When the Customer subscribes for a paid service subscription, the Customer will provide Us with either a valid, up-to-date credit card number or the other payment information We request. If We cannot charge Customer the payment method for any Service Fees when due because Customer payment information is no longer valid and up-to-date, or if We do not receive Customer payment when due through the alternative payment method the Customer has selected, We may, at Our election: (a) suspend Customer access to TeamsHub, in which case the Customer will be responsible for all Service Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case the Customer’s right to use TeamsHub will cease; or (c)without waiving our rights to suspend or terminate Customer accounts, allow Customer a longer period during which to make payment, in which case the Customer will remain responsible for all Service Fees incurred while we await the Customer payment. Late payments incur interest charges at the rate of 1% per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. The Service Fees shown on Our Site do not include any local, state or federal taxes or duties. Except for Our income taxes and gross receipts taxes, Customer acknowledges that the Customer is responsible to pay such taxes (if any). If we collect sales tax or other taxes from the Customer, we will identify the portion of Customer payment attributable to such taxes. TERM AND TERMINATION SUBSCRIPTION RENEWALS AND CANCELATIONS TERM: This Agreement begins when the Customer first create a login for TeamsHub and accept this Agreement and continues until all subscriptions hereunder have expired or have been terminated. TERMINATION BY THE CUSTOMER: The Customer may terminate this Agreement or reduce the number of licenses, anytime, online. The Customer can also notify Us in writing at least five (5) business days prior to the date of the invoice for the following term. We will not be obligated to refund any Service Fees to the Customer when the Customer terminate. In the case of Free Trials, the trial license shall expire automatically at the end of the trial period, without further notice. TERMINATION BY US FOR CAUSE: We may terminate this Agreement and Customer access to TeamsHub immediately, without any obligation to notify Customer or refund any Service Fees, if the Customer is in breach of this Agreement, Customer misappropriation or infringement of any of our intellectual property or proprietary rights, or the Customer fail to make any payment when due. PAYMENT OF FEES UPON TERMINATION: In no event will termination relieve Customer of their obligation to pay any fees payable to Cyclotron for the period prior to the effective date of termination. TREATMENT OF THE CUSTOMER CONTENT AT TERMINATION: After termination or expiration of this Agreement, We will not take any action to intentionally erase Customer Content stored on TeamsHub for a period of fifteen (15) calendar days after the date of termination but we will delete erase all Customer Content stored on TeamsHub with 90 days after termination of this Agreement. The above conditioned on the Customer’s reasonable compliance with terms and conditions We may establish with respect to such content retrieval. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS REPRESENTATIONS: Each party represents that it has validly entered into this Agreement and has the legal power to do so. WARRANTIES MADE BY THE CUSTOMER: Customer represents and warrants that the Customer will not use the Service: in a manner that intentionally infringes, violates or misappropriates any rights of Cyclotron or any third party, or to engage in, promote or facilitate illegal activities such as, but not limited to: (A) gambling, (B) child pornography, (C) libellous, defamatory or otherwise malicious or harmful activities, (D) activities that are discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age, or (E) activities which constitute or facilitate the illegal export of any controlled or otherwise restricted items, including without limitation, software, algorithms, or other data that is subject to export laws; to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any deceptive practices such as posing as another service for the purposes of phishing or pharming, altering or obscuring any mail headers, creating forged or non-standard protocol headers, such as altering source addresses, etc., assuming the identify of any user of the Service without that user's permission, or any activities that violate anti-spamming laws and regulations. WARRANTIES MADE BY THE CUSTOMER IN CONNECTION WITH THE CUSTOMER CONTENT: In connection with Customer Content, the Customer represents and warrants: that Customer has the necessary rights and licenses, consents, permissions, waivers and releases to use and display Customer Content on TeamsHub; does not:(A) intentionally violate, misappropriate or infringe any rights of Cyclotron or any third party, (B) constitute defamation, invasion of privacy or publicity, or otherwise intentionally violate any rights of any third party, or (C) that Customer Content does not contain malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. WARRANTIES MADE BY CYCLOTRON: Cyclotron warrants it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the then current documentation provided by Cyclotron in connection with the Service under normal use and circumstances. The Customer exclusive remedy and Cyclotron's sole and exclusive liability for a breach of this warranty shall be for Cyclotron to re-perform any non-conforming Service brought to its attention within thirty (30) calendar days after the non-conforming Service is performed. DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CYCLOTRON MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. CYCLOTRON DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF TEAMSHUB WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET THE CUSTOMER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D)ERRORS OR DEFECTS WILL BE CORRECTED, OR (E)THE SERVICE OR THE SERVER(S) THAT MAKE TEAMSHUB AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CYCLOTRON DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CYCLOTRON IS NOT RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY THE CUSTOMER FROM CYCLOTRON BY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. LIMITATION OF LIABILITY: NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES: IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CONFIDENTIALITY CONFIDENTIAL INFORMATION: As used in this Agreement, the term "Confidential Information" means any non-public information (i) disclosed in writing by Cyclotron to Customer and marked confidential, (ii) disclosed orally by Cyclotron to Customer, identified as Confidential Information at such time, summarized in writing by Cyclotron to Customer and marked confidential within thirty (30) calendar days of such oral disclosure, (iii) TeamsHub and any associated training materials that we may provide to Customer, (iv) the terms of this Agreement (including, but not limited to the prices and payment terms), except as may be necessary to enforce the terms hereof, and (v) information and documentation that should be reasonably understood to be confidential under the circumstances of disclosure or the nature of the information disclosed. Confidential Information shall remain the sole property of the party providing same.. NON-DISCLOSURE: Each party agrees that it will not use the Confidential Information except as expressly set forth herein or otherwise authorized by the other party in writing. Each party agrees that it may not disclose the Confidential Information to any persons or organizations except as may be necessary and required in connection with its obligations hereunder or the authorized use of the Service, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each party must use the same procedures and degree of care to avoid disclosure or unauthorized use of the Confidential Information as it uses to protect their own similar data and information, but in no event shall it use less than a reasonable degree of care. EXCEPTIONS: The foregoing restrictions will not apply to information that (i) is known to recipient at the time of communication, (II) has become publicly known through no wrongful act of recipient, (III) has been rightfully received by recipient from a third party authorized to make such communication without any violation of confidentiality by such person know to recipient, (iv) has been independently developed by recipient as evidenced by recipient written records, (v) has been approved for release by discloser's, express written authorization, or (vi) is required to be disclosed pursuant to a subpoena or other validly issued administrative or judicial process, provided that recipient must give discloser sufficient notice of such disclosure (unless prohibited by rule or law from doing so) to allow discloser a reasonable opportunity to object to and take necessary legal action to prevent such disclosure. INDEMNIFICATION INDEMNIFICATION BY CYCLOTRON: Notwithstanding the “limitation of Liability” section above, Cyclotron will indemnify and hold Customer harmless, from and against any claim against Customer by reason of Customer’s use of TeamsHub brought by a third party alleging that TeamsHub infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). Cyclotron shall, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Cyclotron for such defense, provided that (a) the Customer promptly notify Cyclotron of the threat or notice of such IP Claim (failure to give such prompt written notice shall not, however, relieve Cyclotron of its indemnification obligations, except and only to the extent that Cyclotron is materially and actually prejudiced by reason of such failure); (b) Cyclotron will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim (except that Cyclotron may not settle any IP Claim unless it unconditionally releases the Customer of all liability); and (c) the Customer cooperates in good faith with Cyclotron in connection therewith. Cyclotron will be entitled to assume control of such defense only if: (w) such claim involves only money damages and does not seek an injunction or other equitable relief against the Customer; (x) the Customer has not been advised by counsel that an actual or potential conflict exists between the Customer and Cyclotron in connection with the defense of such claim; (y) such claim does not relate to or involve any customer or supplier of Customer or any criminal proceeding or is asserted; and (z) Cyclotron conducts the defense of such claim actively and diligently. The provisions of this Section state the sole, exclusive and entire liability of Cyclotron to Customer and constitutes Customer sole remedy with respect to an IP Claim brought by reason of access to or use of TeamsHub by the Customer. INDEMNIFICATION BY THE CUSTOMER: The Customer will defend Cyclotron against any claim, demand, suit or proceeding made or brought against Cyclotron by a third party alleging that Customer Data infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Cyclotron”), ”). The Customer shall, at its expense, defend such Claim Against Cyclotron and pay damages finally awarded against Cyclotron in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Customer for such defense We (a) promptly notify the Customer of the threat or notice of such Claim Against Cyclotron (failure to give such prompt written notice shall not, however, relieve the Customer of its indemnification obligations, except and only to the extent that Cyclotron is materially and actually prejudiced by reason of such failure), (b) give Customer sole control of the defense and settlement of the Claim Against Cyclotron (except that the Customer may not settle any Claim Against Us unless it unconditionally releases Cyclotron of all liability), and (c) cooperates in good faith with Customer. LIMITATION: Notwithstanding the provisions of CONFIDENTIAL INFORMATION, Cyclotron assumes no liability for (I) modifications to TeamsHub made by any party other than Cyclotron or Cyclotron's authorized representatives, without Cyclotron or Cyclotron's authorized representatives’ consent or in violation of this Agreement, or (II) trademark infringements involving any marking or branding not authorized by Cyclotron. GENERAL PROVISIONS GOVERNING LAW: Without regard to choice or conflicts of law rules, this Agreement is governed by the laws of the State of California, if the Customer is located in the United States. If the Customer is located in any other country, then the validity and performance of this Agreement shall be governed by the laws of United States. JURISDICTION: In accordance with the above, the parties to this Agreement irrevocably submit to the exclusive jurisdiction of the Courts of the State of California/ the United States Courts as applicable, to settle any dispute which may arise under or in connection whit this Agreement or its subject matter or formation (including non-contractual disputes or claims). SURVIVAL: Provisions herein which by their nature extend beyond the termination of any license of the Service shall remain in effect until fulfilled. RELATIONSHIP: No joint venture, partnership, employment, or agency relationship exists between the Customer and Cyclotron as a result of this Agreement or the Customer’s use of the Service. AMENDMENT: This Agreement may only be modified by a written agreement signed by duly authorized representatives of the Customer and Cyclotron. SEVERABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. WAIVER: A party's failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. ASSIGNMENT: This Agreement may not be assigned by a party without the other party’s prior written approval but may be assigned without such consent to a parent or subsidiary. Any purported assignment in violation of this section shall be void.