“Acceptable Use Policy” or “AUP” means the policy located at https://www.crscube.io/legal (and any successor or related locations designated by CRScube), as may be updated from time to time.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, for so long as such Control exists, where “Control” means ownership of more than fifty percent (50%) of the voting securities or equivalent interests, or the power to direct or cause the direction of the management and policies of such entity.

“Agreement” means this Master Agreement, the applicable Order Form, the SLA, the DPA, the Policies, and any other legally binding terms governing Customer’s access to or use of the Services, as each may be amended, supplemented, or otherwise modified from time to time.

“Anonymized” means that data has been processed in accordance with applicable data protection laws such that no natural person can be identified or singled out, directly or indirectly, by any means reasonably likely to be used.

“Confidential Information” means all nonpublic information disclosed or otherwise made available by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”) or its Representatives, whether orally, in writing, or by any other means, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Without limiting the foregoing, (a) Customer’s Confidential Information includes Customer Data and the Deliverables excluding the Professional Services Assets embodied or incorporated therein; (b) CRScube’s Confidential Information includes the Software, the Professional Services Assets, and any other materials made available by or on behalf of CRScube in connection with the Services (excluding the Deliverables), in each case regardless of whether CRScube, any of its Affiliates, or any of its licensors owns or discloses it; and (c) each Party’s Confidential Information includes business, marketing, and product plans and designs; technology and technical information; business processes; the results of any audit, performance testing, or security testing; all Order Forms (other than the mere existence thereof); and any other proprietary, financial, or business information.

“Customer” means, with respect to each Order Form, the entity that is a party to, and identified as Customer in, that Order Form.

“Customer Data” means any data, information, or other materials submitted, entered, or uploaded to the Software by or on behalf of Customer. Customer Data does not include System Data.

“Data Processing Addendum” or “DPA” means any separate data processing agreement executed by and between the Parties, to the extent required by applicable data protection laws, governing the processing of personal data in connection with the Services. In the event of any conflict between the DPA and this Master Agreement with respect to the processing of personal data, the DPA applies.

“Deliverables” means the work products and other materials that result from the Professional Services performed by or on behalf of CRScube for Customer under the applicable Order Form and that are identified as deliverables in, or expressly required to be delivered under, that Order Form.

“Documentation” means any official user guides, technical documentation, or online help materials for the Software made available by CRScube, as may be updated from time to time.

“End User” means any individual or entity authorized by Customer to access or use the Software, whether under Customer’s account or under a separate account issued pursuant to that authorization. End User does not include any individual or entity to the extent it accesses or uses the Software under its own direct agreement with CRScube and an account issued thereunder.

“Feedback” means any suggestions, ideas, enhancement requests, recommendations, comments, or other feedback provided by or on behalf of Customer or End Users to CRScube or its Representatives regarding the Software, the Professional Services, the Deliverables, or the Documentation.

“Force Majeure Event” means any event or circumstance beyond the affected Party’s reasonable control, including, by way of example, acts of God, fire, flood, earthquake, storms, lightning, or other elements of nature; labor disputes or other industrial disturbances (other than those involving the affected Party’s own personnel); electrical, power, or utility outages; internet or telecommunications failures; epidemics or pandemics; blockages, embargoes, riots, or civil unrest; acts of sabotage, terrorism, or war; or acts or mandatory orders of government.

“Indirect Taxes” means applicable transaction-based taxes and duties, including VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

“Order Form” means any ordering document that references this Master Agreement, pursuant to which the Services are ordered, and that has been mutually executed or otherwise accepted by the parties to it. Each Order Form is subject to, governed by, and incorporated into this Master Agreement.

“Policies” means the Acceptable Use Policy and the Privacy Notice.

“Privacy Notice” means the privacy notice located at https://www.crscube.io/legal (and any successor or related locations designated by CRScube), as may be updated from time to time.

“Professional Service” means any professional service performed by or on behalf of CRScube for Customer, in each case as set forth in the applicable Order Form.

“Professional Services Assets” means any materials, software, tools, methodologies, processes, templates, forms, know-how, or other intellectual property that CRScube or any of its Affiliates or licensors owns, develops, or has the right to license, prior to or independently of performing the Professional Services, in each case including any modifications, enhancements, improvements, or derivative works thereof, whether or not made in the course of performing the Professional Services; provided that Professional Services Assets do not contain or disclose Customer’s Confidential Information.

“Regulatory Requirements” means all laws, rules, regulations, guidelines, or industry standards applicable to Customer or End Users, including those related to data privacy, clinical trials, or medical, pharmaceutical, or health-related data.

“Representatives” means, with respect to each Party, its Affiliates and its and their respective employees, officers, directors, agents, contractors, subcontractors, and professional advisors (including legal, accounting, and financial advisors).

“Services” means the Software or Professional Services provided by CRScube to or for Customer under the Agreement.

“Service Level Agreement” or “SLA” means all service level agreements located at https://www.crscube.io/legal (and any successor or related locations designated by CRScube) applicable to the Software, as may be updated from time to time.

“Software” means the commercially available, cloud-based or hosted software applications that are owned by or licensed to CRScube and that are made available to Customer (including any updates, upgrades, or patches thereto), in each case as set forth in the applicable Order Form.

“Subscription Term” has the meaning set forth in the applicable Order Form.

“System Data” means data based on information, activities, and actions recorded in or by the Services that (a) is limited to usage, transactional, operational, security, and performance metrics in connection with the Services; or (b) has been Anonymized and aggregated such that it does not contain Customer’s Confidential Information or any personal data.

1. Right to Access and Use. Subject to the Agreement, CRScube grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable (except to End Users as permitted in Section 2.3) right, during the applicable Subscription Term, to access and use the Software. All rights not expressly granted to Customer are reserved by CRScube and its licensors.

2. Use Restrictions. Except as expressly permitted in the Agreement, Customer will not, and will not permit any End Users or third parties to:

   1. reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Software, except to the extent such restriction is prohibited by applicable laws;

   2. copy, modify, or create derivative works of the Software;

   3. rent, lease, lend, sell, sublicense, distribute, or otherwise make the Software available to any third party;

   4. remove or alter any proprietary notices;

   5. access or use the Software to build a competing product or service, or to benchmark without CRScube’s prior written consent;

   6. use the Software in violation of applicable laws, Regulatory Requirements, or the Policies, or beyond the scope expressly permitted in the applicable Order Form; or

   7. introduce any malicious code, or interfere with, disrupt, or attempt to gain unauthorized access to the Software or its related systems or networks.

3. Responsibility for End Users. Subject to the Agreement, Customer may permit End Users to access and use the Software. Customer will ensure that End Users are bound by, and comply with, obligations no less protective of CRScube and its licensors than those set forth in the Agreement. Customer is responsible for all activities conducted under its and End Users' accounts, and End Users' acts and omissions will be deemed Customer’s own.

4. Customer Responsibility. Customer is responsible for (a) the accuracy, quality, and legality of Customer Data and the means by which it acquired Customer Data; (b) obtaining and maintaining all consents and rights necessary for CRScube, its Affiliates, licensors, and Representatives to process Customer Data as contemplated by the Agreement; and (c) preventing unauthorized access to or use of the Software and promptly notifying CRScube of any actual or suspected unauthorized access or use.

1. Performance of Professional Services. CRScube will perform the Professional Services set forth in the applicable Order Form in a professional and workmanlike manner, consistent with generally accepted industry standards.

2. Customer Cooperation. Customer will provide CRScube with timely, complete, and accurate information, decisions, and approvals, as well as necessary access to personnel, systems, and resources reasonably required to perform the Professional Services. CRScube will not be liable for any delay or failure to perform the Professional Services to the extent caused by Customer’s failure to provide such cooperation, and any affected timelines and fees will be equitably adjusted.

3. Customer Acceptance. Unless otherwise stated in the applicable Order Form, the Deliverables will be deemed accepted (a) upon Customer’s written acceptance, or (b) upon the expiration of ten (10) business days after delivery if Customer has not provided written notice that the Deliverables materially fail to conform to the specifications of the Professional Services. If Customer provides the non-conformity notice, CRScube will use reasonable efforts to correct the non-conformity and re-deliver.

4. Expenses. Customer will reimburse CRScube for reasonable, out-of-pocket expenses incurred in the performance of the Professional Services, to the extent such expenses are either (a) set forth in the applicable Order Form, or (b) approved by Customer in writing, whether before or after such expenses are incurred.

1. In General. Unless otherwise expressly specified herein, commercial terms, including all fees, other charges, and payment terms, are set forth in the applicable Order Form. Customer will pay CRScube the applicable fees and charges for the Services, as described in the applicable Order Form. All amounts payable by Customer under the Agreement will be paid to CRScube without setoff, counterclaim, deduction, or withholding, except for any deduction or withholding required by applicable laws. Customer will be solely responsible for all banking charges, wire transfer fees, intermediary bank fees, currency conversion fees, and any other financial charges associated with any payment under the Agreement. Customer will ensure that CRScube actually receives the exact invoice amount in full.

2. Late Payment and Suspension. If any invoiced amount is not received by CRScube by the date payment was due, and such payment is not the subject of a reasonably based, good faith written dispute of which Customer has notified CRScube prior to the due date, CRScube may elect to charge Customer interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) on all late payments. Furthermore, CRScube will have the right, at its sole option, to suspend Customer’s and End Users’ access to and use of the Services until such payment is made, provided that Customer continues to pay all amounts not subject to that dispute. CRScube will provide at least ten (10) days’ prior written notice to Customer before such suspension. Suspension will not relieve Customer of its obligations to pay all fees and charges accrued prior to suspension. CRScube will not be liable for any consequences of a suspension made in accordance with this Section.

3. Taxes. Each Party will be responsible, as required under applicable laws, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under the Agreement.

   1. Indirect Taxes. All fees and other charges payable by Customer to CRScube under the Agreement are exclusive of Indirect Taxes, except as applicable laws require otherwise. CRScube may charge and Customer will pay applicable Indirect Taxes that CRScube is legally obligated or authorized to collect from Customer. Customer will provide such information to CRScube as reasonably required to determine whether CRScube is obligated to collect Indirect Taxes from Customer. CRScube will not collect, and Customer will not pay, any Indirect Tax for which Customer furnishes CRScube a properly completed exemption certificate or a direct payment permit certificate for which CRScube can claim an available exemption from such Indirect Tax.

   2. Withholding. All payments made by Customer to CRScube under the Agreement will be made free and clear of any deduction or withholding, except as required by applicable laws. If any such deduction or withholding (including cross-border withholding taxes) is required on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by CRScube is equal to the amount then due and payable under the Agreement. CRScube will provide Customer with such tax forms as are reasonably requested to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Agreement.

1. Customer. Customer retains all right, title, and interest in and to Customer Data. Upon full payment for the Professional Services, CRScube hereby assigns to Customer all right, title, and interest in and to the Deliverables, other than Professional Services Assets embodied or incorporated therein. To the extent Professional Services Assets are embodied in or incorporated into the Deliverables, CRScube hereby grants to Customer a perpetual, non-exclusive, fully paid-up, worldwide, sub-licensable license to use such Professional Services Assets as embodied in or incorporated into the Deliverables, and not independently thereof. Customer authorizes CRScube to access, use, and otherwise process Customer Data to provide the Services pursuant to the Agreement. Customer further authorizes CRScube to process Customer Data as required to Anonymize and aggregate it for the purpose of generating System Data.

2. CRScube. CRScube retains all right, title, and interest (including all intellectual property rights) in and to:

   1. the Software and all modifications or enhancements thereto;

   2. Professional Services Assets;

   3. System Data; and

   4. all other materials developed by or on behalf of CRScube in connection with the Services, excluding the Deliverables.

   CRScube may use, modify, analyze, process, and share System Data for its lawful business purposes, including operating, supporting, securing, improving, and developing the Software or the Professional Services, conducting analytics, benchmarking, and business planning, and developing and providing new or enhanced services to customers, provided that CRScube does not identify Customer or End Users as the source of such data without Customer’s prior written consent.

3. Feedback. Customer hereby grants to CRScube a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, modify, and incorporate into its products and services any Feedback.

1. Exclusions. Notwithstanding anything to the contrary herein, Confidential Information does not include information that:

   1. is or becomes publicly known through no fault or omission of Receiving Party;

   2. was in Receiving Party’s lawful possession before disclosure, as evidenced by written records;

   3. is lawfully disclosed to Receiving Party by a third party without restriction; or

   4. is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.

2. Confidentiality Obligations. Receiving Party agrees:

   1. that it will use, and will ensure that its Representatives use, reasonable efforts (at least equal to the efforts used to protect its own confidential information of a similar nature) to prevent the unauthorized disclosure of Disclosing Party’s Confidential Information and

   2. that it will not use Disclosing Party’s Confidential Information for any purpose other than as authorized by the Agreement or by Disclosing Party.

   Receiving Party may disclose Confidential Information to its Representatives who need to know it for purposes of the Agreement, and who are bound by written or professional obligations of confidentiality no less protective than those set forth herein. Receiving Party remains responsible for any breach of these confidentiality obligations by its Representatives as if that breach were its own.

3. Compelled Disclosure. Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court or governmental order, provided that, to the extent legally permitted, Receiving Party gives prompt advance notice to Disclosing Party, discloses only the portion legally required, and reasonably cooperates (at Disclosing Party’s expense) in any effort to obtain confidential treatment or a protective order.

4. Survival. Each Party’s obligations under this Section will continue during the term of this Master Agreement and for a period of five (5) years after the expiration or termination of this Master Agreement or the applicable Order Form, whichever is later; provided that, with respect to any Confidential Information that constitutes a trade secret or personal data, such obligations will continue for as long as such information remains a trade secret or as required by applicable laws, respectively.

5. Return or Deletion of Customer Data. This Section 6.5 governs the return, deletion, and retention of Customer Data as follows.

   1. Return or Deletion. Except as set forth in the DPA or as required by applicable laws, upon termination or expiration of the applicable Order Form: (a) CRScube will, within ninety (90) days from receipt of Customer’s written return or deletion request, return or delete Customer Data held in production and sandbox environments; and (b) in the absence of such request, CRScube may archive or retain Customer Data for up to five (5) years following the effective date of termination or expiration of the applicable Order Form, or otherwise in accordance with CRScube’s data retention policies.

   2. Legal Retention and System Integrity. Notwithstanding Section 6.5.A, CRScube may retain Customer Data to the extent required by applicable statutory, regulatory, or legal obligations, or to the extent necessary to preserve the integrity of system audit trails, user access logs, or compliance records required for regulatory compliance. Any Customer Data retained pursuant to this Section 6.5 will remain strictly subject to the confidentiality obligations under this Section 6.

   3. Backup Archives. Notwithstanding Section 6.5.A, if immediate deletion of Customer Data residing on encrypted backup archives or disaster recovery systems is technically infeasible, CRScube is not required to manually purge such data immediately, provided that CRScube overwrites or destroys such backup data in accordance with CRScube’s standard backup deletion process. For the avoidance of doubt, this Section 6.5 does not apply to System Data.

1. Customer. To the extent permitted by applicable laws, Customer will defend, indemnify, and hold harmless CRScube and its Affiliates, licensors, and Representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third-party claim concerning:

   1. access to or use of the Services or Deliverables, by Customer or End Users, except to the extent caused by CRScube’s breach of the Agreement, or CRScube’s gross negligence or willful misconduct;

   2. breach of the Agreement, or violation of applicable laws or Regulatory Requirements by Customer or End Users;

   3. a dispute among Customer, End Users, or third parties; or

   4. Customer Data.

   Customer will reimburse CRScube for its employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with the third-party claims described in (a) through (d) above, at CRScube’s then-current hourly rates.

2. CRScube. To the extent permitted by applicable laws, CRScube will defend, indemnify, and hold harmless Customer and its Affiliates and Representatives from and against any third-party claim alleging that the Software or the Deliverables, as provided by CRScube and used by Customer or End Users in accordance with the Agreement, infringes or misappropriates such third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. CRScube will have no obligation to the extent the claim arises from:

   1. Customer Data, materials, or specifications provided by Customer;

   2. use of the Software or Deliverables in combination with any products, services, software, data, or methods not provided by CRScube, where the Software or the Deliverables alone would not be infringing;

   3. modification of the Software or Deliverables by anyone other than CRScube; or

   4. any use of the Software or Deliverables after CRScube has notified Customer to discontinue such use due to an infringement claim.

   If the Software or Deliverables becomes, or in CRScube’s reasonable opinion is likely to become, the subject of an infringement claim, CRScube may, at its sole option and expense:

   1. procure for Customer the right to continue using the affected portion of the Software or Deliverables;

   2. modify or replace the affected portion of the Software or Deliverables with a functionally equivalent, non-infringing alternative; or

   3. if neither (A) nor (B) above is commercially reasonable, terminate the affected Order Form and refund the prorated amount of any prepaid fees for the unused portion of the then-current term.

   This Section 7.2 states CRScube’s and its licensors’ and Representatives’ entire liability, and Customer’s sole and exclusive remedy, with respect to any third-party claim that the Software or the Deliverables infringes or misappropriates any patent, copyright, trade secret, or other intellectual property rights.

3. Process. The obligations under this Section 7 will apply only if the Party seeking defense or indemnity (“Indemnified Party”):

   1. gives the other Party (“Indemnifying Party”) prompt written notice of the claim, provided that the failure to provide prompt notice will not relieve Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby;

   2. permits Indemnifying Party to control the defense and settlement of the claim, provided that Indemnified Party may participate in the defense at its own expense with counsel of its choosing; and

   3. reasonably cooperates with Indemnifying Party (at Indemnifying Party’s expense) in the defense and settlement of the claim.

   In no event will Indemnifying Party agree to any settlement of any claim that involves any commitment, other than the payment of money fully covered by Indemnifying Party, without the prior written consent of Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed).

1. Liability Disclaimers. Except for payment obligations under Section 4, confidentiality obligations under Section 6, indemnification obligations under Section 7, and any liability arising from a Party’s fraud, gross negligence, or willful misconduct, neither a Party nor any of its respective licensors or Representatives, will have liability to the other under any cause of action or theory of liability, even if a Party has been advised of the possibility of such liability, for (a) indirect, incidental, special, consequential, or exemplary damages, (b) the value of Customer Data, (c) loss of profits, revenues, customers, opportunities, or goodwill, or (d) downtime, interruption, unavailability, or failure of the Services, except to the extent of any credits or other remedies expressly provided under the SLA.

2. Liability Cap. Except for payment obligations under Section 4, indemnification obligations under Section 7, and any liability arising from a Party’s fraud, gross negligence, or willful misconduct, each Party’s maximum aggregate liability in connection with the Agreement, on the basis of any theory of liability or cause of action, will be limited to the fees paid or payable to CRScube pursuant to the applicable Order Form in the twelve (12) months preceding the incident (or if the incident arises in the first twelve (12) months of the term, the total fees payable to CRScube during the first twelve (12) months of such Order Form) (“General Liability Cap”). Notwithstanding the foregoing, each Party’s maximum aggregate liability arising from or relating to a breach of confidentiality obligations under Section 6 or applicable data protection addendum will be limited to two (2) times the General Liability Cap.

1. In General. Except as explicitly set forth in the Agreement, and to the extent permitted by applicable laws:

   1. the Services and Deliverables are provided “As Is,” and

   2. CRScube and its licensors (i) make no representations or warranties of any kind, whether express, implied, statutory, or otherwise regarding the Software, the Professional Services, or the Deliverables and (ii) disclaim all other warranties, whether implied or express, including any warranties:

      1. of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment;

      2. arising from any course of dealing or usage of trade;

      3. that the Software, the Professional Services, or the Deliverables will be uninterrupted, error-free, or free of harmful components; or

      4. regarding data security, accuracy, or prevention of data loss or alteration.

2. No Legal Advice. CRScube does not provide Customer with any legal advice regarding compliance with Regulatory Requirements in connection with the Services and Deliverables. Customer acknowledges that the Services and the Deliverables may be used in ways that do or do not comply with Regulatory Requirements, and it is Customer’s sole responsibility to monitor its compliance with Regulatory Requirements.

1. Governing Law and Jurisdiction. The Agreement and any dispute, claim, or controversy of any sort that might arise between CRScube and Customer will be governed by the applicable laws, without reference to conflict of laws principles, and the Parties irrevocably consent to the exclusive jurisdiction and venue in the applicable courts, determined as follows:

   1. If Customer is incorporated in the Republic of Korea, the governing law is the laws of the Republic of Korea, and the exclusive jurisdiction is the Seoul Central District Court.

   2. If Customer is incorporated in Japan, the governing law is the laws of Japan, and the exclusive jurisdiction is the Tokyo District Court.

   3. If Customer is incorporated in Taiwan, the governing law is the laws of Taiwan, and the exclusive jurisdiction is the Taipei District Court.

   4. If Customer is incorporated anywhere else in the world, the governing law is the laws of the State of Delaware, USA, and the exclusive jurisdiction is the state or federal courts located in the State of Delaware, USA.

   The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

2. Dispute Resolution. Before initiating any formal proceeding, the Parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to the Agreement through good-faith negotiations between representatives with authority to settle any dispute. Either Party may initiate this process by written notice describing the dispute. If the dispute is not resolved within thirty (30) days after delivery of such notice, either Party may submit the dispute to the courts, and the Parties irrevocably consent to the exclusive jurisdiction and venue in the applicable courts set forth in Section 10.1.

3. Equitable Relief. Notwithstanding Section 10.2, either Party may seek equitable or injunctive relief from any court of competent jurisdiction at any time, without first engaging in the good-faith negotiation process, to prevent actual or threatened infringement, misappropriation, or violation of that Party’s data security, Confidential Information, or intellectual property rights.

1. Term of Master Agreement. This Master Agreement commences on the Effective Date and will remain in effect until terminated in accordance with this Section. The termination of an Order Form will not, by itself, terminate this Master Agreement. Either Party may terminate this Master Agreement for convenience upon thirty (30) days’ prior written notice if no Order Form is then in effect.

2. Term of Order Form. The term of each Order Form is set forth in that Order Form and, unless earlier terminated in accordance with this Master Agreement, continues as follows: (a) for the Software, the Subscription Term specified in or determined pursuant to such Order Form; and (b) for the Professional Services, until the Professional Services are completed and accepted in accordance with Section 3.

3. Termination for Convenience. Customer may terminate an Order Form for any reason upon written notice to CRScube in accordance with Section 12.2.

4. Termination for Cause. Either Party may terminate this Master Agreement or an Order Form upon written notice if the other Party:

   1. materially breaches the Agreement, and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach;

   2. becomes insolvent or is generally unable to pay its debts as they become due;

   3. makes an assignment for the benefit of creditors;

   4. voluntarily files any petition under bankruptcy or insolvency law, or has an involuntary petition filed against it that is not dismissed within sixty (60) days;

   5. has a receiver or administrator appointed; or

   6. ceases or suspends its business.

5. Effect of Termination. Upon termination of this Master Agreement or an Order Form, Customer’s and End Users’ rights to use the Services under this Master Agreement or such Order Form will immediately cease, and the following applies in accordance with the cause of termination:

   1. Termination for Convenience or Force Majeure. For any termination for convenience under Section 11.3 or due to a Force Majeure Event, Customer will pay solely for the Services actually provided through the effective date of termination. CRScube will refund to Customer a prorated portion of any prepaid fees for the Services not yet provided.

   2. Termination for Cause due to CRScube. If Customer terminates an Order Form pursuant to Section 11.4 attributable to CRScube, CRScube will refund to Customer a prorated portion of any prepaid fees for the Services not yet provided.

   3. Termination for Cause due to Customer. If CRScube terminates an Order Form pursuant to Section 11.4 attributable to Customer, all prepaid fees are non-refundable, and Customer will immediately pay all accrued, unpaid fees for the Services provided through the effective date of termination.

1. Force Majeure. Except for the payment obligations under Section 4, neither Party will be liable for any delay or failure to perform any obligation under the Agreement to the extent the delay or failure results from any Force Majeure Event.

   1. Notice and Mitigation. The affected Party will use commercially reasonable efforts to notify the other Party in writing after becoming aware of a Force Majeure Event, describing the event, the obligations affected, and the estimated duration, and will provide reasonable updates thereafter. The affected Party will use commercially reasonable efforts (including implementing its business continuity and disaster recovery plans) to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

   2. Extension. If a Force Majeure Event disrupts the Services, the affected performance obligations (other than payment obligations) will be extended by the duration of the Force Majeure Event.

   3. Termination. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form upon written notice. The effects of such termination, including any refund of prepaid fees, are governed by Section 11.5.

2. Notice. All notices under the Agreement must be in writing and given in accordance with this Section. Either Party may update its email address or mailing address for notices by giving notice to the other Party.

   1. Notice to Customer. CRScube may provide any notice to Customer under the Agreement by (i) posting a notice on the Software, or (ii) sending a message to the email address then associated with Customer’s account. Customer is responsible for keeping its email address current.

   2. Notice to CRScube. To give CRScube any notice under the Agreement, Customer must contact CRScube by (i) email to support@crscube.io or (ii) registered or certified mail to CRScube’s primary place of business.

   3. Effectiveness. Notices by email are deemed given on the date sent, provided that the sender does not receive a bounce-back or error notification. Notices posted on the Software are deemed given upon posting. Notices by registered or certified mail will be effective three (3) business days after they are sent. Notwithstanding the foregoing, any material notices, including notices of termination, non-renewal, material breach, or indemnification claims, must be given by email or by registered or certified mail, and may not be given solely by posting on the Software.

3. Assignment. Neither Party may assign or transfer the Agreement without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). However, either Party may assign the Agreement upon written notice to the other Party in connection with a merger, acquisition, corporate reorganization, or change of control. Order Forms may not be assigned separately from this Master Agreement; provided, however, that an individual Order Form may be assigned separately with CRScube’s prior written consent if the assignee is (or concurrently becomes) bound by a Master Agreement with CRScube governing such Order Form. Any assignment or transfer in violation of this Section is null and void. The Agreement is binding upon, and inures to the benefit of, the Parties and their permitted successors and assigns.

4. Entire Agreement. This Master Agreement, together with any applicable Order Forms, SLAs, DPAs, and Policies, all of which are incorporated herein by reference, constitutes the entire agreement between the Parties regarding its subject matter. The Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or oral, regarding its subject matter.

5. Order of Precedence. In the event of any conflict between this Master Agreement and an Order Form, this Master Agreement applies to the extent of that conflict. An Order Form cannot modify, amend, or override any provision of this Master Agreement.

6. Amendment. CRScube may update any of this Master Agreement, the SLA, the DPA, or the Policies from time to time. CRScube will notify Customer of any update in accordance with Section 12.2, and that update will become effective thirty (30) days after that notice and apply to all Order Forms then in effect. If that update materially and adversely affects Customer’s rights under any Order Form then in effect, Customer may object by written notice to CRScube within thirty (30) days after that notice, in which case the version of the Agreement in effect immediately prior to that update will continue to apply to that Order Form until the expiration or termination of that Order Form.

7. Severability. If any portion of the Agreement is held to be invalid or unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any invalid or unenforceable portion will be interpreted to effect the intent of the original portion to the maximum extent permitted by applicable laws. If such construction is not possible, the invalid or unenforceable portion will be severed from the Agreement, but the rest of the Agreement will remain in full force and effect.

8. Independent Contractors; Non-Exclusive Rights. The Parties are independent contractors, and the Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party is an agent of the other Party for any purpose or has the authority to bind the other Party. Each Party reserves the right to (a) develop, or have developed for itself, products, services, concepts, systems, or techniques that are similar to or compete with those developed or contemplated by the other Party, and (b) provide products or services to any third party, including the other Party’s competitors. Nothing in this Section limits the application of Sections 2, 5, and 6.

9. No Third-Party Beneficiaries. Except as set forth in Sections 5, 6, 7, 8, and 9, the Agreement does not create, and is not intended to create, any third-party beneficiary or other rights or remedies in any person that is not a Party to the Agreement. Each Party’s licensors and Representatives are intended third-party beneficiaries solely to the extent of the rights and protections expressly conferred on them under those Sections, and no other person has any right to enforce the Agreement. No consent of any third-party beneficiary or any other person is required to amend, waive, or terminate the Agreement.

10. No Waiver. The failure by CRScube to enforce any provision of the Agreement will not constitute a present or future waiver of such provision nor limit CRScube’s right to enforce such provision at a later time. All waivers by CRScube must be in writing to be effective.

11. Interpretation. In the Agreement, unless the context otherwise requires: (a) words in the singular include the plural and vice versa, and a defined term used in its singular or plural form has the correlative meaning; (b) "include," "includes," and "including" are deemed to be followed by "without limitation" and are not words of limitation; (c) "or" is used in the inclusive sense of "and/or"; (d) "day" means a calendar day, and “business day” means a day other than Saturday, Sunday, or public holiday in the jurisdiction whose laws govern the Agreement pursuant to Section 10.1; (e) references to a "Section" are to a section of this Master Agreement, and headings are for convenience of reference only and do not affect the interpretation of this Master Agreement; (f) "written" and "in writing" include email; (g) "person" includes any individual, entity, or governmental authority; and (h) to the maximum extent permitted by applicable laws, the Agreement will be construed without regard to any presumption or rule requiring construction against the Party that drafted it.