Nexus Compute

Terms of Service

Version Date: September 30, 2026

1. Introduction

1.1 Agreement

These Terms of Service ("Terms") govern your access to and use of the websites, platforms, applications, APIs, computing resources, marketplace services, infrastructure services, MDC and DCIM services, and related products and services provided by Nexus Compute Corp. ("Nexus," "we," "us," or "our").

By accessing or using the Services, creating an Account, placing an Order, or otherwise accepting these Terms, you agree to be bound by them. If you do not agree to these Terms, you may not access or use the Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. In that case, "you" and "your" refer to that entity.

1.2 Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement, or you must use the Services on behalf of a legal entity through an authorized representative.

Nexus may require identity, business, payment, tax, security, or other verification before permitting access to certain Services.

1.3 Nexus Compute and GSN

Nexus Compute provides technology and infrastructure services, including GPU computing, software services, modular data center solutions, data center infrastructure management ("DCIM") services, and related infrastructure solutions.

Global Supercomputing Network ("GSN") is a GPU computing and resource marketplace operated by Amaryllo Group and made available through Nexus Compute. GSN Resources may be supplied by Nexus, Amaryllo Group, their affiliates, or independent third-party Suppliers.

GSN compute and GPU Resources are provided on a reservation basis and are not offered as on-demand services, unless expressly stated otherwise in an applicable Order.

1.4 Additional Terms

Certain Services may be subject to additional terms, Order forms, statements of work ("SOWs"), service specifications, project agreements, acceptable-use requirements, technical requirements, or Supplier terms.

If additional terms apply, they will form part of the agreement governing the applicable Services.

1.5 Changes to These Terms

Nexus may update these Terms from time to time. Changes will become effective when posted or on the effective date specified by Nexus.

If a material change affects an existing contractual commitment, the applicable Order, SOW, or enterprise agreement may govern the applicable Services to the extent of any conflict.

1.6 Changes to Services

Nexus may modify, update, suspend, or discontinue portions of the Services where reasonably necessary for security, maintenance, technical development, regulatory compliance, infrastructure changes, or other legitimate operational purposes.

2. Definitions

For purposes of these Terms:

"Account" means an account registered with Nexus for access to the Services.

"Buyer" means a customer purchasing or using computing resources or other Services through the Platform.

"Commitment Period" means the period during which you have agreed to purchase or pay for a specified minimum quantity, capacity, spend, or term of Services.

"Content" means data, files, software, models, applications, code, workloads, configurations, credentials, materials, or other information submitted, uploaded, transmitted, processed, stored, or otherwise made available by you or your End Users through the Services.

"End User" means any employee, contractor, customer, agent, or other person authorized by you to access or use the Services under your Account.

"MDC" means a modular data center or modular data center infrastructure solution designed, configured, deployed, integrated, commissioned, or supported by Nexus, including applicable modules, racks, power systems, cooling systems, networking equipment, monitoring equipment, computing infrastructure, and related components, as specified in an applicable Order or Statement of Work.

"MDC Data" means operational, telemetry, monitoring, configuration, performance, environmental, equipment, infrastructure, and other technical data collected from or relating to an MDC, equipment, systems, sensors, networks, or other infrastructure in connection with MDC Services or DCIM Services.

"MDC Services" means services provided by Nexus relating to the design, configuration, procurement, integration, deployment, commissioning, operation, management, monitoring, maintenance, or support of an MDC or related infrastructure, as specified in an applicable Order or Statement of Work.

"DCIM Data" means operational, telemetry, monitoring, configuration, performance, environmental, equipment, infrastructure, and other technical data collected from or relating to an MDC, equipment, systems, sensors, networks, or other infrastructure in connection with DCIM Services.

"DCIM Services" means data center infrastructure management services provided by Nexus, including software, platforms, dashboards, mobile applications, APIs, monitoring, telemetry, alerts, notifications, analytics, reporting, asset management, and related functionality used to monitor or manage an MDC or other supported infrastructure.

"DCIM App" means any mobile application or other application provided by Nexus in connection with DCIM Services.

"Marketplace" means the Nexus platform through which Buyers may discover, reserve, purchase, or access computing resources or services made available by third-party Suppliers.

"Order" means an order, purchase, reservation, subscription, quotation, order form, statement of work, or other transaction accepted by Nexus.

"Platform" means the websites, applications, software, APIs, dashboards, systems, and technology operated or made available by Nexus in connection with the Services.

"Resources" means computing, GPU, CPU, storage, networking, infrastructure, hardware, software, or other resources made available through the Services.

"Services" means the services and products made available by Nexus, including Marketplace services, GPU and computing services, infrastructure services, software platforms, MDC Services, DCIM Services, procurement services, and related services.

"Supplier" means a third party that provides or makes Resources available through the Marketplace.

"Workload" means any computation, application, model, software, process, data processing, or other task executed using the Resources.

3. Nexus Marketplace

3.1 Marketplace Role

Nexus may operate a Marketplace that connects Buyers with independent Suppliers.

Unless expressly stated otherwise in an applicable Order, Nexus does not own, operate, control, or provide Resources offered by independent Suppliers.

3.2 Supplier Responsibility

Suppliers are responsible for the Resources and services they offer, including their availability, specifications, performance, compliance, and fulfillment.

3.3 Marketplace Information

Marketplace listings, specifications, availability, pricing, performance information, and other information may be provided by Suppliers and may change without notice.

3.4 Verification

Nexus may conduct verification, screening, or other diligence on Suppliers but does not guarantee the accuracy, completeness, quality, legality, or performance of any Supplier.

3.5 Buyer Due Diligence

Customer is responsible for conducting appropriate due diligence before purchasing or reserving Resources through the Marketplace.

4. Services and Resource Availability

4.1 Availability

Services and Resources are subject to availability and applicable technical, operational, infrastructure, site, network, Supplier, and capacity constraints.

MDC deployment and operation may depend on site readiness, electrical capacity, cooling, networking, physical access, permits, construction readiness, third-party equipment, utilities, and other dependencies.

4.2 Service Performance

Nexus does not guarantee that Services will be uninterrupted, error-free, continuously available, or suitable for every particular use case.

MDC and DCIM Services depend on Customer's site conditions, electrical power, cooling, networking, physical infrastructure, third-party equipment, connectivity, software, APIs, sensors, and other dependencies.

Nexus does not guarantee that monitoring data, telemetry, analytics, alerts, notifications, or other information will always be complete, accurate, current, timely, or available.

DCIM Services are operational monitoring and management tools. They are not a substitute for legally required safety systems, emergency systems, fire and life-safety systems, physical security systems, environmental protection systems, or other independently required controls.

Nexus does not guarantee any particular power usage effectiveness ("PUE"), energy savings, cooling performance, environmental condition, capacity, or operational efficiency.

4.3 Maintenance

Nexus, Amaryllo Group, its Affiliates, Service Providers, and Suppliers may perform scheduled or emergency maintenance, which may result in temporary interruption, reduced capacity, migration, restart, or termination of Resources. Nexus will use reasonable efforts to give advance notice of scheduled maintenance where practicable. MDC Services and DCIM Services may also require firmware or software updates, equipment replacement, configuration changes, or temporary interruption of monitoring or management functionality.

5. Accounts and Security

5.1 Account Information

You must provide accurate, complete, and current information when creating and maintaining your Account.

You are responsible for all activity conducted through your Account, including activity by End Users, employees, contractors, or other persons authorized by you.

5.2 Credentials

You are responsible for protecting your Account credentials, API keys, passwords, access tokens, and other authentication information. You must promptly notify Nexus of any suspected unauthorized access, credential compromise, or security incident involving your Account.

5.3 End Users

You are responsible for ensuring that all End Users comply with these Terms and all applicable policies.

Any breach by an End User will be treated as a breach by you.

5.4 Account Restrictions

Nexus may impose reasonable usage, spending, authentication, security, capacity, geographic, or other restrictions on Accounts or Services.

6. Acceptable Use

You may use the Services only for lawful purposes and in accordance with these Terms.

You must not use the Services to:

violate applicable law or regulation;
infringe or misappropriate intellectual property or other rights;
distribute malware, ransomware, viruses, or other malicious code;
conduct unauthorized penetration testing, scanning, exploitation, or attacks;
launch or facilitate denial-of-service attacks;
operate botnets or compromised systems;
obtain unauthorized access to systems, accounts, networks, or data;
distribute spam or other unauthorized communications;
interfere with the operation or security of the Services;
circumvent usage, security, payment, or access controls;
use Resources to attack, disrupt, or compromise other customers or Suppliers;
conduct activities prohibited by applicable export-control or sanctions laws;
use the Services for unlawful financial, fraudulent, or deceptive activities;
violate third-party software or content licenses; or
otherwise create a security, legal, operational, or material reputational risk to Nexus, its Suppliers, customers, or third parties.

Nexus may suspend or terminate Workloads that it reasonably believes violate this Section or create a material risk to the Services or third parties.

7. Marketplace Non-Circumvention

For transactions introduced through the Marketplace, you agree not to intentionally circumvent Nexus by using information, contacts, introductions, or relationships obtained through the Marketplace to arrange substantially similar Resources or services directly with a Supplier outside the Marketplace for the purpose of avoiding applicable Nexus fees.

This restriction applies during the applicable Marketplace relationship and for a reasonable period thereafter, to the extent permitted by applicable law.

This restriction does not prohibit relationships that were independently established before the relevant Marketplace introduction or communications required by law, regulation, security, compliance, or legitimate operational requirements.

8. Reservations Commitments

8.1 Reservation-Based Services

GSN GPU compute Resources and other Services identified as reservation-based are provided based on reservations.

Customers must reserve the applicable Resources for a specified reservation period and, where applicable, a specified quantity, configuration, location, or other Resource requirements.

A reservation is not an on-demand service and does not guarantee that additional Resources will be available outside the reserved period.

8.2 Reservation Confirmation

A reservation becomes binding when confirmed by Nexus, whether through the Platform, an Order, reservation confirmation, or other written confirmation.

The applicable reservation details, including the Resource, quantity, reservation period, pricing, and payment terms, will be specified at the time of reservation.

Nexus may require payment or other verification before confirming a reservation.

8.3 Reservation Period

Customers are responsible for the applicable fees for the entire confirmed reservation period, regardless of actual utilization, unless otherwise agreed in writing.

Customers are responsible for ensuring that their Workloads are ready to use the reserved Resources during the reservation period. Unused or partially used reserved capacity does not entitle the Customer to a refund or credit unless expressly provided in the applicable reservation terms.

8.4 Cancellation and Changes

Reservations may be subject to cancellation, modification, or refund terms specified at the time of reservation.

Once a reservation has been confirmed, cancellation or modification may be restricted or may result in cancellation fees, forfeited prepaid amounts, or other charges, as specified in the applicable reservation terms.

Nexus is not obligated to release or resell reserved Resources following a Customer's cancellation or failure to use the reserved Resources.

8.5 Extension and Renewal

A Customer may request an extension of a reservation, subject to Resource availability and Nexus's acceptance.

An extension is not guaranteed and will be subject to the pricing and terms applicable at the time the extension is confirmed.

A reservation does not automatically renew unless expressly stated in the applicable reservation terms or written agreement.

8.6 Resource Availability

Reservation availability is subject to Resource capacity and confirmation by Nexus or the applicable Supplier.

Nexus does not guarantee that a particular Resource, configuration, Supplier, location, or capacity will remain available for future reservations.

Where a reserved Resource becomes unavailable due to circumstances outside Nexus's reasonable control, Nexus may provide a substitute Resource, reschedule the reservation, or cancel the affected reservation in accordance with the applicable reservation terms.

8.7 Reservation Commitments

Where a Customer agrees to a minimum reservation period, minimum quantity, minimum spend, or other reservation commitment, the Customer remains responsible for the applicable committed fees during the commitment period, regardless of actual Resource utilization, unless otherwise agreed in writing.

Any reservation commitment, minimum usage requirement, or minimum spend requirement will be stated in the applicable reservation or written agreement.

9. Pricing, Fees, and Payment

9.1 Fees

You agree to pay all fees, charges, taxes, and other amounts applicable to your use of the Services.

Pricing may be displayed on the Platform, in an Order, quotation, invoice, or other commercial documentation.

9.2 Payment Authorization

You authorize Nexus and its payment providers to charge your designated payment method for all amounts due.

Nexus may use third-party payment processors and financial institutions to process payments.

9.3 Prepayment

Nexus may require prepayment, deposits, credit authorization, security deposits, or other payment assurances before providing Services.

9.4 Taxes

Unless otherwise expressly stated, fees do not include applicable taxes, duties, tariffs, levies, withholding taxes, or similar governmental charges.

You are responsible for such amounts except taxes imposed on Nexus's net income.

9.5 Payment Delays

If an amount is not paid when due, Nexus may:

suspend access to Services;
suspend or terminate Workloads;
cancel reservations;
require prepayment;
impose reasonable late charges where permitted by law;
recover reasonable collection costs; and
pursue any other remedies available under applicable law.

9.6 Chargebacks

You must not initiate a chargeback or payment reversal except where the underlying transaction was unauthorized or otherwise subject to a legitimate payment dispute.

If you initiate an unjustified chargeback, you remain responsible for the underlying amount and reasonable costs incurred by Nexus in responding to the chargeback.

9.7 No Setoff

Unless otherwise required by applicable law or agreed in writing, amounts owed to Nexus may not be withheld, deducted, or set off against other amounts.

9.8 Refunds

Unless expressly stated otherwise in an Order, applicable policy, or written agreement, payments for completed Services, consumed Resources, setup fees, reservation fees, custom configurations, procurement commitments, and committed Services are non-refundable.

10. Customer Responsibilities

You are solely responsible for:

selecting appropriate Resources;
configuring your Workloads;
maintaining appropriate backups;
maintaining appropriate security controls;
obtaining required licenses;
complying with applicable laws;
ensuring that your Content does not violate third-party rights;
monitoring your Workloads and resource consumption;
protecting credentials and access keys; and
ensuring that your End Users comply with these Terms.

11. Content and Data

11.1 Ownership

You retain ownership of your Content.

Nothing in these Terms transfers ownership of your Content to Nexus, Amaryllo Group, or any Service Provider.

11.2 Limited License

You grant Nexus, Amaryllo Group, its affiliates, Suppliers, and Service Providers a limited, non-exclusive, worldwide license to host, copy, transmit, process, store, modify, and otherwise use your Content solely as reasonably necessary to provide, maintain, secure, support, and operate the Services or comply with applicable law.

This license does not grant Nexus or any other party the right to use your non-public Content for unrelated commercial purposes.

11.3 Customer Responsibility

You represent and warrant that you have all rights, permissions, licenses, and consents necessary for Nexus and applicable Service Providers to process your Content as contemplated by these Terms.

11.4 Public Content

If you intentionally publish Content through a feature designed for public access, you authorize Nexus to display and distribute that Content as necessary to operate that feature.

Nexus will not use non-public Customer Content for public marketing purposes without appropriate authorization.

11.5 Backup

Unless expressly stated in a separate written agreement, the Services are not a backup, archival, disaster-recovery, or data-preservation service.

You are solely responsible for maintaining independent backups of your Content, Workloads, configurations, software, and other data.

11.6 Data Loss

Nexus does not guarantee that Content or Workloads will never be lost, corrupted, deleted, damaged, altered, or rendered inaccessible.

12. Software and Licenses

Nexus may provide software services, software platforms, applications, APIs, management tools, orchestration tools, monitoring tools, or other software as part of the Services.

Certain software used to provide the Services may be developed, licensed, operated, maintained, or managed by Nexus, Amaryllo Group, its affiliates, or third-party providers.

You are responsible for obtaining and maintaining all licenses and permissions required for software, models, datasets, operating systems, applications, libraries, or other materials used with the Services.

Nexus does not grant you ownership of third-party software merely because that software is available through or installed on a Resource.

You must comply with all applicable open-source and third-party software license terms.

13. Third-Party Services and Suppliers

The Services may depend on third-party data centers, networks, cloud providers, hardware manufacturers, software providers, payment processors, Suppliers, and other service providers.

Nexus may add, replace, or remove third-party providers at its discretion.

Nexus is not responsible for the acts, omissions, failures, availability, performance, or policies of third parties except to the extent expressly assumed by Nexus under an applicable written agreement.

Third-party services may be subject to separate terms.

14. Security and Compliance

The Services may depend on or incorporate third-party data centers, networks, cloud providers, hardware manufacturers, software providers, payment processors, Suppliers, and other service providers.

Nexus may add, replace, or remove third-party providers where reasonably necessary to provide or improve the Services.

Third-party services may be subject to separate terms.

Where a Supplier provides Resources through the Marketplace, the Supplier remains responsible for its applicable Resources and services except to the extent otherwise expressly agreed in writing.

Nexus is not responsible for the independent acts, omissions, failures, availability, performance, or policies of third parties except to the extent expressly assumed by Nexus under an applicable written agreement.

15. Export Controls and Sanctions

You must comply with all applicable export-control, import-control, sanctions, trade-restriction, customs, and economic-security laws and regulations.

You represent that your use of the Services will not cause Nexus or its Suppliers to violate applicable trade restrictions.

You must not use or make available the Services for prohibited end users, prohibited end uses, or prohibited destinations under applicable law.

Nexus may restrict, suspend, or terminate access where reasonably necessary to comply with applicable trade-control requirements.

16. Intellectual Property

16.1 Nexus Property

Nexus and its licensors retain all rights, title, and interest in the Platform, Services, software, documentation, technology, interfaces, designs, trademarks, logos, and other materials provided by Nexus.

This includes technology and software used by Nexus to provide Services that are developed, owned, licensed, operated, or managed by Amaryllo Group or its affiliates, to the extent applicable.

Except as expressly permitted under these Terms, you receive no ownership rights in Nexus or its licensors' intellectual property.

16.2 Limited License

Subject to your compliance with these Terms, Nexus grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for their intended purpose during the applicable service period.

16.3 Restrictions

You may not:

copy or reproduce Nexus software except as permitted;
reverse engineer or decompile the Services except where expressly permitted by mandatory law;
circumvent technical restrictions;
remove proprietary notices;
use Nexus intellectual property to create a competing service;
resell access except as expressly authorized; or
use Nexus trademarks without prior written authorization.

16.4 Feedback

You may provide suggestions, comments, or feedback regarding the Services.

You grant Nexus a worldwide, perpetual, irrevocable, royalty-free right to use such feedback for any lawful purpose without compensation or attribution.

17. Confidentiality

Each party may receive non-public information from the other party that is reasonably understood to be confidential ("Confidential Information").

The receiving party will use reasonable care to protect Confidential Information and will use it only for purposes of performing or receiving the Services.

Confidential Information does not include information that:

is or becomes publicly available without breach;
was lawfully known before disclosure;
is independently developed without use of the Confidential Information; or
is lawfully received from a third party without confidentiality restrictions.

A party may disclose Confidential Information where required by law, regulation, court order, or governmental authority, provided that it gives notice where legally permitted.

For enterprise transactions, the parties may enter into a separate confidentiality agreement, which will control to the extent of any conflict.

18. Suspension

Nexus may immediately suspend some or all Services if Nexus reasonably determines that:

your use presents a security or operational risk;
your use may harm Nexus, another customer, Supplier, or third party;
you have violated these Terms or an applicable policy;
you have failed to make required payments;
your use appears fraudulent or unlawful;
suspension is necessary to comply with law or governmental requirements;
a Supplier or infrastructure provider requires suspension; or
suspension is otherwise reasonably necessary to protect the Services.

Where reasonably practicable, Nexus will provide notice of suspension and may restore access once the relevant issue has been resolved.

Unless expressly provided otherwise in an SLA, suspension does not automatically relieve you of payment obligations.

19. Termination

19.1 Termination by You

You may stop using the Services at any time, subject to any applicable Commitment Period, Order, or written agreement.

19.2 Termination by Nexus

Nexus may suspend or terminate your Account or Services:

for breach of these Terms;
for non-payment;
for unlawful or prohibited activity;
for security or operational reasons;
where required by law;
where a Supplier or infrastructure provider can no longer provide the applicable Services; or
where Nexus discontinues the relevant Service.

19.3 Effect of Termination

Upon termination:

your right to access the applicable Services will cease;
all accrued payment obligations remain due;
committed payment obligations remain enforceable to the extent applicable;
Nexus may disable or delete Accounts and associated resources; and
you remain responsible for retrieving your Content before termination or expiration of any applicable retention period.

19.4 No Refund for Breach

Where Nexus terminates Services because of your breach, unlawful conduct, misuse, or non-payment, you are not entitled to a refund of prepaid or committed amounts except where required by applicable law or expressly agreed in writing.

20. Indemnification

You agree to defend, indemnify, and hold harmless Nexus, Amaryllo Group, their affiliates, and their respective directors, officers, employees, agents, Suppliers, and service providers from and against claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from or relating to:

your Content;
your Workloads;
your use of the Services;
your breach of these Terms;
your violation of applicable law;
your infringement or misappropriation of third-party rights;
acts or omissions of your End Users; or
your negligence, fraud, or willful misconduct.

Nexus may assume exclusive control of the defense of any claim subject to indemnification. You agree to reasonably cooperate with Nexus at your expense.

You may not settle an indemnified claim in a manner that imposes liability or obligations on Nexus without Nexus's prior written consent.

21. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, RESOURCES, MARKETPLACE, AND ALL RELATED INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE."

NEXUS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, OR QUIET ENJOYMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT LAWFULLY BE EXCLUDED.

WITHOUT LIMITING THE FOREGOING, NEXUS DOES NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED;
THE SERVICES WILL BE ERROR-FREE;
THE SERVICES WILL BE SECURE OR FREE OF VULNERABILITIES;
RESOURCES WILL REMAIN AVAILABLE;
RESOURCE INFORMATION WILL ALWAYS BE ACCURATE;
WORKLOADS WILL COMPLETE SUCCESSFULLY;
DATA WILL NOT BE LOST OR CORRUPTED;
COMPUTE PERFORMANCE WILL MEET A PARTICULAR BENCHMARK;
THE SERVICES WILL MEET YOUR PARTICULAR REQUIREMENTS; OR
THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS, TECHNICAL, FINANCIAL, OR COMPUTATIONAL RESULT.

Nothing in these Terms excludes rights or protections that cannot lawfully be excluded or limited. Actual performance depends on site conditions, equipment configuration, workload, operating practices, utility conditions, third-party equipment, and other factors outside Nexus's control.

22. Limitation of Liability

22.1 Excluded Damages

To the maximum extent permitted by applicable law, Nexus, Amaryllo Group, and their affiliates and Service Providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data, except to the extent such limitations are prohibited by law.

22.2 Marketplace Payments

Nexus's liability does not include amounts paid directly or indirectly to third-party Suppliers except to the extent such liability is expressly assumed by Nexus under an applicable written agreement.

22.3 Basis of the Limitation

The exclusions and limitations in this Section apply regardless of the legal theory of liability, including contract, warranty, tort, negligence, strict liability, statute, or otherwise, and even if Nexus has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

23. Force Majeure

Nexus will not be liable for delay or failure to perform caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, severe weather, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, power failures, telecommunications failures, internet failures, cyberattacks, governmental actions, regulatory restrictions, sanctions, supply-chain disruption, hardware shortages, transportation disruption, failures of third-party providers, and other events beyond Nexus's reasonable control.

Nexus may reasonably extend affected performance obligations for the duration of the event.

If a Force Majeure event materially affects a long-term Service for an extended period, the parties may discuss commercially reasonable alternatives.

24. Data Protection and Privacy

Each party will comply with applicable data protection and privacy laws in connection with the Services.

Depending on the Services and Customer's configuration, data processed by Nexus, Amaryllo Group, or their Service Providers may include equipment telemetry, sensor data, infrastructure information, network information, access-control information, camera or video-related information, mobile application data, and other operational information generated by or connected to the applicable MDC or DCIM environment.

Customer is responsible for determining whether such data constitutes Personal Data or is otherwise subject to privacy, data protection, surveillance, employment, security, or other regulatory requirements.

Customer is responsible for obtaining any required notices, consents, permissions, or authorizations relating to data collected through Customer's facilities, equipment, systems, sensors, cameras, access-control systems, or other infrastructure.

25. Notices

Notices under these Terms must be provided using the contact information specified in the applicable Order or through the contact information published by Nexus.

26. Dispute Resolution and Applicable Law

26.1 Good-Faith Resolution

The parties will attempt in good faith to resolve disputes before initiating formal proceedings, except where immediate legal or equitable relief is reasonably necessary.

26.2 Applicable Law

Unless otherwise provided in an applicable enterprise agreement, the Services and these Terms will be governed by applicable law without regard to conflict-of-law principles.

26.3 Forum

If a dispute cannot be resolved through good-faith discussions, either party may pursue the dispute in any court or other competent forum having jurisdiction over the dispute.

Nothing in these Terms constitutes an exclusive choice of forum or prevents either party from pursuing available remedies in another jurisdiction where permitted by applicable law.

26.4 Interim Relief

Either party may seek temporary, preliminary, injunctive, or other equitable relief from a court of competent jurisdiction where reasonably necessary to protect its rights or prevent irreparable harm.

26.5 Enterprise Agreements

An enterprise agreement, master services agreement, SOW, Order, or other written agreement between Nexus and Customer may specify different governing law, arbitration procedures, venue, jurisdiction, or exclusive or non-exclusive dispute-resolution mechanisms.

To the extent expressly agreed in writing, those provisions will control over this Section 26 for the applicable Services.

27. Assignment

You may not assign or transfer these Terms or your rights or obligations under them without Nexus's prior written consent, except where such restriction is prohibited by applicable law.

Nexus may assign or transfer these Terms without your consent:

to an affiliate;
in connection with a merger, acquisition, reorganization, or corporate transaction;
in connection with a sale of all or substantially all of the relevant assets; or
to a successor to the relevant business.

These Terms will bind and benefit the parties and their permitted successors and assigns.

28. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between you and Nexus. Neither party has authority to bind the other except as expressly authorized in writing.

29. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and the remaining provisions will remain in full force and effect.

30. Waiver

A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

A waiver must be made expressly and in writing.

31. Entire Agreement

These Terms, together with applicable Orders, SOWs, reservation confirmations, policies, and other incorporated documents, constitute the entire agreement between the parties regarding the applicable Services.

For MDC Services, DCIM Services, and other project-based Services, the applicable Order, SOW, project specification, deployment plan, service level agreement, acceptance criteria, or other project-specific document may establish additional or different commercial, technical, deployment, support, maintenance, acceptance, or performance requirements.

In the event of a conflict, the order of precedence expressly stated in the applicable project document will apply. If no order of precedence is stated, the applicable enterprise agreement will control, followed by the applicable SOW or Order, followed by these Terms.

32. Survival

Any provisions that by their nature should survive termination will survive, including provisions relating to payment, Content, intellectual property, confidentiality, indemnification, disclaimers, limitation of liability, dispute resolution, and other provisions intended to survive termination.

33. Contact

Nexus Compute Corp.

For general inquiries and support, please use the contact information provided on the Nexus Compute website or Platform.

For legal notices, use the legal contact information designated by Nexus for such notices.