Terms of Service

Last updated: May 29, 2026

This Agreement is between Rocket Science Corporation (UK) Ltd located at 4th Floor Elgin House, 106-107 St Mary’s Street, Cardiff, United Kingdom, CF10 1DX (company number: 14437277) (“Rocket Science”) and the customer identified in the applicable Service Order Form (“Customer”). This Agreement is effective from the first executed Service Order Form (“Effective Date”).

By signing the Service Order Form, Customer hereby agrees to be bound by this Agreement unless Customer has executed or subsequently executes a separate, written agreement with Rocket Science that expressly governs Customer’s use of the Services, in which case the terms of that agreement shall apply.

Each party constitutes a “Party” and together they are the “Parties”. The Parties hereby agree as follows:

1. DEFINITIONS

“Affiliate” means an entity which controls, is controlled by or is under common control with a Party, where “control” means the power to control the composition of the board of directors of the relevant Party (whether by contract, corporate law or other means), or the possession of more than half of the voting equity share capital of the relevant Party, or the ability to consolidate such company’s financial statements with those of such Party in accordance with generally accepted accounting principles.

“Agreement” means, collectively, these Terms, the Service Level Agreement, the Data Processing Addendum and any agreed Service Order Forms.

“Bare Metal Provider” means any third party bare metal server provider from which Rocket Science procures Bare Metal Services.

“Bare Metal Services” means Services provided via dedicated physical servers, where the operating system is installed directly to the physical server.

“Cloud Provider” means any third party cloud hosting provider (including, but not limited to Google Cloud, Amazon AWS and Microsoft Azure) from which Rocket Science procures Cloud Services.

“Cloud Services” means Services provided via a virtual server instance running on one or more physical servers on a Cloud Provider’s cloud network.

“Customer Data” means any proprietary information or materials that Customer uploads to the Services.

“Data Processing Addendum” means the data processing addendum available here.

“Deliverables” means any Technology identified as a Deliverable on a Service Order Form, as provided by Rocket Science to Customer.

“Hybrid Cloud Services” means the joint provision of Bare Metal Services and Cloud Services by Rocket Science to Customer.

"IaaS Services" means Services provided via Rocket Science's network of third party infrastructure providers, including the sourcing, provisioning and management of bare metal and/or cloud infrastructure from Hosting Providers (as defined in the IaaS SLA) within the provider network, as further specified in the applicable Service Order Form.

“Intellectual Property Rights” means, collectively, patent rights, copyright rights, moral rights, trademark rights (and goodwill associated therewith), mask work rights, trade secret rights and rights in know-how, data and databases, and any and all other intellectual property or proprietary rights, in each case whether registered or unregistered, anywhere in the world.

“Rocket Science IPR” means all Intellectual Property Rights in and to the Rocket Science Technology.

“Rocket Science Technology” means all Technology owned, exclusively licensed to, or developed by Rocket Science, whether developed prior to or after the Effective Date, and whether developed during the course of performance of the Services or independently from this Agreement.

“Personal Data” means information constituting “personal data” under the Regulation.

“Services” means any services provided by Rocket Science to Customer under a Service Order Form, including the Bare Metal Services, Cloud Services, IaaS Services and/or Hybrid Cloud Services.

“Service Order Form” means the service order form under which Rocket Science provides Bare Metal Services, Cloud Services, or Hybrid Cloud Services to Customer.

“Technology” means inventions, creations, know-how, processes, content, designs, design information, databases, schematics, test methodologies, models, development tools, interface information, specifications, algorithms, processes, software (in object code and source code format), documentation, technical information, and other information, data, materials, and technology.

“Terms” means Sections 1 to 28 (inclusive).

2. SERVICES TO BE FURNISHED

2.1 Service Order Forms

These Terms set forth the terms and conditions that govern the relationship between the Parties with respect to the Services. Rocket Science agrees to provide the Services set forth in a Service Order Form in accordance with the terms and conditions of this Agreement. Unless a separate agreement has been entered into between Rocket Science and the Customer, each executed Service Order Form will form a part of the Agreement and will be subject to the terms and conditions set forth herein.

2.2 Order of Precedence

In the event of any conflict, inconsistency, or ambiguity between the terms of the documents comprising this Agreement, the following order of precedence shall apply (with the document listed first having the highest priority): 1) Data Processing Addendum 2) Service Order Form 3) Terms and 4) Service Level Agreement.

2.3 Change Process

During the course of Rocket Science’s performance of the Services, Customer may provide Rocket Science with a written request for a change to a Service Order Form by email to support@multiplay.dev. Rocket Science will evaluate such requests and notify Customer by return email (i) the changes to the Services requested by Customer, (ii) the commencement date for such amended Services, and (iii) the updated fees or costs associated with the changes to the Services. If the Customer agrees to such change, the Customer shall provide its approval by email to support@multiplay.dev and Rocket Science shall proceed with the implementation of the change to the Services. The individual providing the approval on behalf of the Customer shall be taken as having authority to bind the Customer to any such change to the Services.

2.4 Customer Responsibilities

Rocket Science’s ability to perform the Services is conditional upon Customer’s fulfilment of the responsibilities and requirements described in the relevant Service Order Form. In the event that Rocket Science’s performance of the Services is delayed as a result of any unmet Customer responsibility, Rocket Science’s obligation to meet any timelines set forth in the applicable Service Order Form will be extended by the time of such delay. If a delay by Customer results in Rocket Science incurring any out-of-pocket costs, or results in unproductive time for Rocket Science personnel that were not able to be reassigned, Customer will be obligated to reimburse Rocket Science for such out-of-pocket costs and such personnel’s unproductive time, at the rates stated in the applicable Service Order Form.

2.5 Services Restrictions

Customer agrees that in connection with its use of the Services, it will not:

  • violate any applicable laws, codes or regulations;

  • engage in drug-trafficking, money-laundering, and/or activities for the purpose of funding terrorism, or committing theft or fraud;

  • incite sadism, cruelty or racial hatred;

  • facilitate prostitution or pedophilia;

  • engage in or promote behavior that is defamatory, pornographic, obscene, indecent, abusive, offensive or menacing;

  • introduce into the Services any virus or other contaminating or malicious program or fail to use reasonable commercial efforts to maintain an up to date virus-scanning program;

  • infringe the intellectual property rights of a third party;

  • send unsolicited (spam) e-mails; or

  • disclose Customer’s login names, passwords or other credentials relating to Customer’s access to the Services, except to employees, contractors, vendors, attorneys, accountants who have a need to know such information.

2.6 Acceptance

Any criteria and process for acceptance of Deliverables shall be set forth in the applicable Service Order Form.

3. TERM

This Agreement will commence on the Effective Date as stated in the first Service Order Form and will continue in effect until the later of (i) the expiration or termination of all Service Order Forms entered into under this Agreement, or (ii) the termination of this Agreement pursuant to Section 4.

4. TERMINATION

4.1 By Either Party

Either Party may terminate this Agreement, or any individual Service Order Form, at any time upon written notice to the other Party if the other Party is in breach of any material term of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof from the non‑breaching Party, except where such breach is caused by Customer engaging in any of Services Restrictions (listed at Section 2.5), in which case, Rocket Science may immediately terminate the Agreement and/or Service Order Form. The Parties agree that non-payment of fees due under any Service Order Form constitutes a material breach of the Agreement, for which Rocket Science may, at its option, exercise the foregoing termination rights and/or suspend Customer’s access to applicable Services until such fees are paid.

4.2 By Customer

Subject to any Initial Term stated in a Service Order Form, Customer may terminate a Service Order Form for convenience upon 15 days prior written notice to Rocket Science. Customer shall be liable for costs incurred or committed to be incurred that Rocket Science is not able to either reduce or eliminate prior to the effective date of termination, up to but not to exceed the amount of all fees originally as set out in the Service Order Form (including with respect to Cloud Services ordered). Customer may terminate this Agreement if any of the following events occurs to Rocket Science: (i) it becomes unable, or is deemed unable, to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (ii) has a moratorium declared in respect of it under Part A1 of the Insolvency Act 1986; or (iii) Rocket Science becomes insolvent, suspends business or ceases to conduct its business in the ordinary course or is subject to any analogous insolvency, liquidation or administration event in any jurisdiction.

4.3 By Rocket Science

Rocket Science may terminate a Service Order Form for convenience upon 15 days prior written notice to the Customer. Rocket Science may terminate this Agreement if any of the following events occurs to Customer: (i) it becomes unable, or is deemed unable, to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (ii) has a moratorium declared in respect of it under Part A1 of the Insolvency Act 1986; or (iii) Customer becomes insolvent, suspends business or ceases to conduct its business in the ordinary course or is subject to any analogous insolvency, liquidation or administration event in any jurisdiction. Customer will give prompt written notice to Rocket Science upon the occurrence of any such event.

4.4 Effect of Termination

The termination or expiration of this Agreement for whatever reason will not affect any payment obligations which have accrued prior to termination. Upon expiration or termination of this Agreement (i) all rights and licenses granted to Customer under this Agreement shall immediately cease and Customer shall no longer be entitled to receive (and Rocket Science shall have no obligation to provide) any Services (ii) all outstanding payments will become due and payable immediately upon any expiration or termination of this Agreement (iii) each Party shall return all Confidential Information, passwords and documentation to the other Party; and (iv) Customer shall immediately return to Rocket Science any internet protocol numbers or address blocks allocated to Customer (and if Customer fails to so relinquish any such Confidential Information, passwords and documents, Rocket Science will be free to change or remove such allocations).

5. PAYMENT OF SERVICES

5.1 Invoices

Unless otherwise specified in a Service Order Form, Rocket Science will invoice the Customer for Services rendered in arrears, following the end of each calendar month.

5.2 Bandwidth Overages

The charges payable by the Customer assume an agreed level of Bandwidth which will be set out in the Service Order Form in each case (the “Bandwidth”). Customer shall be responsible for any costs incurred if the Bandwidth is exceeded, which Rocket Science shall invoice to the Customer in addition.

5.3 Payment Mechanics

Customer shall pay each invoice no later than thirty (30) days from the date of such invoice. All Customer payments will be sent to Rocket Science via wire to the account specified on the invoice or such other account identified in writing. Customer will pay all amounts due under this Agreement in U.S. currency. Without limiting Rocket Science’s rights or remedies, unpaid invoices: (i) will accrue late interest at a rate of 1.5% of the outstanding balance per month, or the legal maximum rate, whichever is lower, plus all reasonable expenses of collection; (ii) will entitle Rocket Science to modify payment terms for future renewals of this Agreement and other agreements with Rocket Science; and/or (iii) will entitle Rocket Science to suspend Customer’s access to the Services.

5.4 Taxes

All fees payable under this Agreement must be paid in full, without deduction for taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s receipt of Services, except for taxes based on Rocket Science’s net income. In the event that Rocket Science is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Rocket Science. If Customer pays any withholding taxes that are required to be paid under applicable law, Customer will furnish Rocket Science with written documentation of such tax payments, including receipts, within forty five (45) days of making payment to Rocket Science.

5.5 Customer Costs

Unless otherwise specifically stated in a Service Order Form, fees do not include, and Customer will be separately responsible for: (i) the cost of servers, third party software, licenses and other materials and equipment that are not identified by the Parties in a Service Order Form or (ii) costs that are identified in a Service Order Form as being the responsibility of Customer. Rocket Science is not responsible for the selection of third-party hardware or software.

5.6 Rocket Science Expenses

Customer will reimburse Rocket Science for out-of-pocket expenses set out in the applicable Service Order Form or as otherwise agreed between the Parties in writing (email sufficing). Rocket Science will provide Customer with invoices for all such expenses. All such invoices will be paid by Customer to Rocket Science in accordance with Section 5.3.

5.7 Bare Metal Service Fees

Unless specified otherwise in a Service Order Form, Rocket Science will be entitled to modify the fees for the Bare Metal Services following the first anniversary of this Agreement, but not more than once every 6 months. Rocket Science will give Customer no less than 60 days prior notice of any such fee modification. In the event that such modification represents an increase in fees, Rocket Science will not increase the fees by a percentage that is greater than the increase in the underlying fees charged by the applicable Bare Metal Service provider. In the event that Customer rejects the revised fees, the Parties will engage in the dispute resolution procedure set forth in Section 24 (Disputes).

5.8 Cloud Services Fees

Unless specified otherwise in a Service Order Form, Rocket Science will be entitled to modify the fees for Cloud Services any time the applicable Cloud Provider modifies the fees charged to Rocket Science for such Cloud Services. Rocket Science shall use commercially reasonable efforts to give Customer advance notice of any increase in the fees applicable to the Cloud Services. Rocket Science will not increase the fees for the Cloud Services by a percentage that is greater than the increase in the underlying fees charged by the applicable Cloud Provider.

5.9 IaaS Services Fees

Unless specified otherwise in a Service Order Form, Rocket Science will be entitled to modify the fees for the IaaS Services following the first anniversary of this Agreement, but not more than once every 6 months. Rocket Science will give Customer no less than 60 days prior notice of any such fee modification. In the event that such modification represents an increase in fees, Rocket Science will not increase the fees by a percentage that is greater than the increase in the underlying fees charged by the applicable IaaS Service provider. In the event that Customer rejects the revised fees, the Parties will engage in the dispute resolution procedure set forth in Section 24 (Disputes).

6. CO-OPERATIONS AND THIRD PARTY PRODUCTS

6.1 Access to Facilities and Personnel

Customer will cooperate with Rocket Science as required for Rocket Science to perform the Services. In addition to any specific requirements listed on the applicable Service Order Form, Customer’s cooperation shall include providing Rocket Science with all necessary equipment, material, information, assistance, and access to, and use of, Customer’s premises, computers and other equipment during normal business hours, in each case where Rocket Science requires such access in order to perform the Services. Where necessary, Customer shall also provide Rocket Science with access to Customer’s personnel during normal business hours, including the persons listed in the applicable Service Order Form.

6.2 Third Party Products

At Customer’s request, and subject to Customer entering into a separate, written license/services agreement with the applicable third party software/service provider, Rocket Science may agree in an Service Order Form to support Customer’s use of third party software and/or services in connection with the Services provided by Rocket Science under this Agreement.

7. CONFIDENTIALITY

7.1 Definition

As used in this Agreement, “Confidential Information” means all confidential, proprietary or secret information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”), including components, parts, drawings, data, sketches, plans, programs, specifications, techniques, processes, algorithms, inventions, know-how, formulas or test data, trade secrets, prices, algorithm, computer programs (in source and object code), pre-release hardware (both devices and specifications), and any other proprietary information that relates to any research project, work in process, released or unreleased software or hardware product, future product development plans, engineering, manufacturing, marketing, business plans, strategies, financing or personnel matter(s) of a Party, its Affiliates, and its suppliers, customers, employees, or investors thereof. Notwithstanding anything herein to the contrary, the terms and conditions of this Agreement, Rocket Science Technology, and Deliverables constitute Rocket Science’s Confidential Information, and Customer Data, including server images (or copies thereof), player information, and telemetry, constitute Customer’s Confidential Information.

7.2 Exclusions

The provisions of Section 7.1 notwithstanding, Confidential Information shall not include any information to the extent it; (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the Recipient; (ii) is rightfully known by the Recipient at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (iv) is rightfully obtained by the Recipient from a third party without restriction on use or disclosure.

7.3 Restrictions

Except as expressly permitted by the Agreement, Recipient will (i) not disclose the Discloser’s Confidential Information except to the employees or contractors of the Recipient or its Affiliates to the extent that they need to know that Confidential Information for the purpose of performing the Recipient’s obligations, or exercising the Recipient’s rights, under this Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section 7, (ii) use the Discloser’s Confidential Information only for the purpose of performing Recipients obligations, or exercising the Recipient’s rights, under this Agreement, and (iii) use all reasonable care in handling and securing the Discloser’s Confidential Information, and employ all reasonable data security measures that the Recipient ordinarily uses with respect to its own confidential information of similar nature and importance.

7.4 Required Disclosures

Subject to the terms of this Section 7.4, Recipient shall be permitted to disclose the Discloser's Confidential Information pursuant to statutory or governmental regulations or requirements and/or subpoenas or other legal process (“Required Disclosure”). Recipient shall provide the Discloser with prior written notice of such Required Disclosure, to the extent permitted by applicable law, and reasonably cooperate with Discloser in its attempts to seek a protective or similar order or otherwise to limit or restrict disclosure of the Confidential Information. In the event that Discloser is unable to obtain a protective order or to otherwise limit or restrict disclosure of the Confidential Information within the timeframe dictated by the applicable Required Disclosure, Recipient shall be permitted to disclose the Confidential Information, but only to the extent legally required.

7.5 Return Obligations

Except as otherwise expressly provided in this Agreement, Recipient will return to Discloser, and destroy or erase all copies of Discloser’s Confidential Information upon the expiration or termination of this Agreement. The Recipient will certify in writing to Discloser that it has done so promptly following such a request from the Discloser. Rocket Science will be free to use for any purpose any information in intangible form (e.g., ideas, concepts or knowledge), which may be retained by its employees and other personnel as a result of Rocket Science’s provision of the Services under this Agreement.

7.6 Customer Data Obligations

Rocket Science will implement commercially reasonable measures designed to secure Customer Data against accidental or unlawful loss, access or disclosure. Rocket Science will maintain a comprehensive information security program that includes logistical and physical access management, vulnerability management, configuration management, incident monitoring and response, security education, risk management, and data protection. Customer is responsible for maintaining the security of its user passwords and access to the Services, as well as taking steps to maintain appropriate security and access by its users to Customer Data available via the Services. If Rocket Science discovers or is notified of a breach of its security relating to Customer Data, resulting in the disclosure of Customer Data to unauthorized third parties Rocket Science shall, in compliance with all relevant security breach laws, notify Customer of that breach within a commercially reasonable amount of time and in accordance with applicable law, shall: (a) use reasonable efforts to investigate the effects of the breach and remediate the effects of the breach; (b) provide Customer with, and implement, a plan to prevent the recurrence of that breach or potential breach; and (c) provide a report of the effect of the breach, including what Customer Data was accessed or potentially accessed in an unauthorized manner.

8. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS; GRANTS OF LICENSE

8.1 Access to Services

Subject to the terms and conditions of this Agreement, Rocket Science grants Customer, during the term of the relevant Service Order Form, a nontransferable (except as provided in Section 20 (Assignment)), nonexclusive, worldwide right to access and use the Services.

8.2 License to Deliverables

Subject to and effective upon Rocket Science’s receipt of all payments required under the applicable Service Order Form, and subject to the terms and conditions of this Agreement, Rocket Science hereby grants to Customer during the term of this Agreement a personal, non-exclusive, non-transferable (except as otherwise provided in Section 20 (Assignment)), non-sublicensable license under the Rocket Science IPR to use the Deliverables (unless such Deliverables are assigned to Customer under an applicable Service Order Form) and other Rocket Science Technology provided by Rocket Science to Customer under this Agreement, as necessary to utilize the Services.

8.3 Reservation of Rights

Unless explicitly stated herein, each Party agrees that this Agreement does not transfer any rights of ownership in the other’s Intellectual Property Rights, including by means of implication or estoppel. Customer acknowledges and agrees that Rocket Science retains all rights, title and interest in and to Rocket Science IPR, Rocket Science Technology and Deliverables. To the extent Customer obtains any rights in any Rocket Science IPR, Rocket Science Technology, or Deliverables, Customer hereby assigns, transfers and conveys to Rocket Science all of Customer’s rights, title and interest thereto. Each Party agrees not to decompile or reverse engineer the other Party’s (and/or such Party’s suppliers’) source code or other Technology, as applicable, except as may be required by Rocket Science to ensure interoperability of the Services and Customer’s content or services. Each Party reserves all rights not explicitly licensed or granted to the other Party hereunder.

8.4 Feedback

If Customer provides Rocket Science with any ideas, proposals, suggestions, feedback or materials relating to the Services, Rocket Science Technology, or Deliverables, or otherwise relating to Rocket Science’s business (“Feedback”), Customer agrees that such Feedback will not constitute Confidential Information of Customer, and hereby grants to Rocket Science a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use and exploit such Feedback for any purpose.

9. WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Mutual Warranties

Each Party represents and warrants that it has the full power to enter into this Agreement and to carry out its obligations hereunder.

9.2 Disclaimer of Warranties

Except as explicitly stated in this Agreement, Rocket Science and Rocket Science’s Affiliates disclaim all warranties, whether express or implied, written or oral, statutory or otherwise, with respect to the Services and Deliverables, including any warranty of title, merchantability or fitness for a particular purpose. Customer will make no warranty, express or implied, on behalf of Rocket Science. Rocket Science makes no warranty or representation whatsoever, including selection or compatibility, with respect to any third party software or any hardware that may be used in connection with the Deliverables or Services. Rocket Science cannot guarantee that access to any Services will be uninterrupted or error-free, that defects will be corrected or that the Services will be secure. Except as otherwise set forth in the applicable Service Level Agreement(s), which will be made available to Customer alongside the first Service Order Form and is incorporated herein as part of the Agreement, Rocket Science will not be liable for any temporary delay, outages or interruptions.

9.3 Indemnification by Rocket Science

If any third party claim is brought against Customer alleging that Customer’s authorized use of the: (i) Bare Metal Services (not including the physical servers themselves) and related Deliverables; or (ii) Cloud Services provided directly by Rocket Science to Customer (not including any cloud services provided via Cloud Providers) and related Deliverables, infringe or misappropriate any trademark, copyright or trade secret (“Claim”), Rocket Science shall indemnify, hold harmless and defend Customer from all defense costs (including reasonable attorneys’ fees and expenses), agreed settlements and finally awarded judgments payable to such third party arising out of such Claim.

9.4 Indemnification by Cloud Providers

If any third party claim is brought against Customer alleging that Customer’s authorized use of any Deliverables or Cloud Services that were created and/or provided by a Cloud Provider infringes or misappropriates any trademark, copyright or trade secret (“Cloud Claim”), and Rocket Science has a right to indemnification from the Cloud Provider for such Cloud Claim, then Rocket Science will, at the request of Customer and to the extent permitted, extend, or instruct the Cloud Provider to extend, such indemnification to Customer. In such event, Rocket Science shall account to Customer for any amounts or other remedies recovered from the Cloud Provider for a Cloud Claim, which amounts and remedies shall constitute the sole and exclusive amount which Customer may claim from Rocket Science with respect to the matters giving rise to such Cloud Claim. Rocket Science does not represent or warrant that any recourse or remedies will be available from Cloud Providers in relation to any Cloud Claims.

9.5 Responses to Infringement Allegations

If the exercise by Customer of any of the rights granted to it under this Agreement is enjoined or, in Rocket Science’s reasonable opinion, is likely to be enjoined as a result of or in connection with a Claim or Cloud Claim, Rocket Science may, at its option and expense: (i) procure the rights necessary for Customer to continue to access the Services and use the Deliverables under this Agreement, or (ii) modify the allegedly infringing software or service to avoid the infringement or misappropriation. If options (i) and (ii) above cannot be accomplished despite the reasonable efforts of Rocket Science, then Rocket Science may elect to terminate Customer’s rights and Rocket Science’s obligations under this Agreement with respect to any affected Services and refund to Customer a pro-rated amount of the fees paid to Rocket Science for such Services or Deliverables.

9.6 Limitations on Indemnification Obligations

The provisions of Section 9.3 and 9.4 notwithstanding, Rocket Science shall have no liability to Customer to the extent that any Claim or Cloud Claim is based upon (i) the combination, operation or use of the Services, Deliverables or other Rocket Science Technology in combination with equipment or software not supplied by Rocket Science under this Agreement, (ii) Rocket Science’s compliance with designs, specifications or instructions provided by Customer, (iii) content, materials, information, or other input provided by Customer for use in the Deliverables, (iv) use of Deliverables or Services in an application or environment for which it was not designed or not contemplated under the applicable Service Order Form, (v) modifications of Deliverables by anyone other than Rocket Science or any modifications to the Services not approved by Rocket Science, or (vi) Customer’s (or its agents, employees or assignees) use of the Deliverables in a manner inconsistent with the terms of the Agreement or of any third party license, or (vii) standard third party software which is incorporated into the Deliverables.

9.7 Indemnification by Customer

Customer shall defend, hold harmless and indemnify Rocket Science and Rocket Science’s Affiliates, and its and their directors, officers, employees and agents, and pay all damages finally awarded in such action or settlement and pay all attorneys’ fees and direct costs arising from any claims, action or proceeding alleging: (i) Customer’s failure to obtain any necessary releases, licenses, permits and other authorizations to (a) use content provided by Customer and included by Rocket Science in a Deliverable or (b) operate the resulting products or services (if applicable), (ii) there is infringement or alleged infringement of any Intellectual Property Rights as a result of Rocket Science’s compliance with Customer’s designs, specifications or instructions or inclusion of content provided by or through Customer in Deliverables pursuant to Customer’s written instructions (including by email); (iii) Customer’s use of any Services other than as permitted hereunder; (iv) any action or omission by Customer that causes Rocket Science to be in breach of any agreement with a Cloud Provider; (v) Customer’s use of the Services in violation of the restrictions set forth in Section 2.5 (Services Restrictions) or (vi) in respect of the IaaS Services only, Customer's failure to adhere to Rocket Science's instructions that directly causes Rocket Science to be in breach of its obligations with any IaaS service provider it has engaged with on Customer's behalf.

9.8 Indemnification Procedure

If any claim shall be brought against one of the Parties hereto in respect to which indemnity may be sought against the other Party (the “Indemnifying Party”) pursuant to this Section 9, the Indemnifying Party’s obligation to provide such indemnification will be conditioned on prompt notice of such claim (including the nature of the claim and the amount of damages and nature of other relief sought) being provided to the Indemnifying Party by the Party against which such claim is brought (the “Indemnified Party”). The Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in connection with the defense of any such claim at the expense of the Indemnifying Party. The Indemnifying Party will, upon written notice to the Indemnified Party, conduct all proceedings or negotiations in connection with the claim, assume the defense thereof, including settlement negotiations in connection with the claim, and will be responsible for the costs of such defense, negotiations and proceedings. The Indemnifying Party will have sole control of the defense and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall have the right to retain separate counsel and participate in the defense of the claim at its own expense.

9.9 Sole Remedy

Except as may otherwise be set forth in this Agreement the foregoing provisions state the entire liability of the Parties and the exclusive remedy of the other Party with respect to those claims for which an indemnification is provided. Customer agrees that it has accepted the terms of this Agreement with the understanding that Customer’s liability is limited and that the fees have been calculated accordingly.

9.10 LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO CASE SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED IN AGGREGATE:

(i) FOR CLAIMS BASED UPON A BREACH OF CONFIDENTIALITY, THE DATA PROCESSING ADDENDUM OR UNDER ANY INDEMNITY OBLIGATION HEREIN, $3,000,000; OR

(ii) WITH RESPECT TO ANY OTHER CLAIMS OR LIABILITY HOWSOEVER ARISING, THE FEES PAID AND PAYABLE TO ROCKET SCIENCE UNDER THE SERVICE ORDER FORM GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATE OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.

10. PUBLICITY

Rocket Science may include Customer’s name and logo on its customer lists, including on Rocket Science’s website and in sales materials, and disclose and summarize generally the nature of any work being performed hereunder or under any Service Order Form provided that such inclusion does not disclose the Customer’s Confidential Information. Neither Party may use the other’s name or logo in any press release without such Party’s prior written consent.

11. RELATIONSHIP OF PARTIES

The Parties have the status of independent contractors, and nothing in this agreement shall be deemed to place the Parties in the relationship of employer-employee, principal-agent, partners or joint venturers, nor to confer on either Party any express or implied right, power or authority to enter into any agreement or commitment on behalf of the other Party, nor to impose any obligation upon the other Party.

12. REMEDIES

Because a breach of any obligations set forth in Section 7 (Confidentiality), or 8 (Ownership; Intellectual Property Rights; Grants of License) hereof will irreparably harm the non-breaching Party and substantially diminish the value of such Party’s Intellectual Property Rights or its Confidential Information, and damages alone would not be an adequate remedy for any such breach of the terms of this Agreement, if either Party breaches any of its obligations under Section 7 (Confidentiality) or 8 (Ownership; Intellectual Property Rights; Grant of License), the other Party may, without limiting its other rights or remedies, be entitled to seek equitable relief (including injunctive relief) to enforce its rights thereunder, including protection of its Intellectual Property Rights and Confidential Information. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

13. SURVIVAL OF CERTAIN PROVISIONS

Sections 5.1 (Invoices) and 5.3 (Payment Mechanics), Section 7 (Confidentiality), Section 8.3 (Reservation of Rights), Section 8.4 (Feedback), Section 9 (Warranties; Indemnification; Limitation of Liability), Section 10 (Publicity), Section 12 (Remedies), Section 13 (Survival of Certain Provisions) through to Section 28 (Interpretations) hereof and any accrued rights to payment and remedies for breach of this Agreement shall survive the expiration or termination of this Agreement or any Service Order Form, each in accordance with their terms.

14. FORCE MAJEURE

Neither Party shall be deemed in default of the Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, war, pandemic, shortage of materials or supplies or any other cause beyond the control of such Party (“Force Majeure”). Any force majeure event (as such term is defined in the relevant Cloud Provider agreement and/or Bare Metal Provider agreement) occurring in relation to Cloud Services, IaaS Services, Bare Metal Services or Hybrid Cloud Services as applicable, shall constitute a Force Majeure event under this Agreement.

15. DATA PROTECTION

15.1 Obligations

Customer will not provide to Rocket Science any Personal Data other than Personal Data which Rocket Science has agreed in writing to receive. Customer will notify Rocket Science in writing and require Rocket Science's written consent prior to uploading any Personal Data into the Services and the Parties agree that the Data Processing Addendum shall govern said Personal Data. If Customer uploads Personal Data to the Services in violation of this Section 15, Rocket Science will have no liability to Customer or for third party claims in the event of unauthorized access or use of Personal Data stored on the Services.

15.2 Indemnity

Customer agrees to indemnify and defend at its own expense Rocket Science against all claims and all related losses, damages or expenses incurred by Rocket Science or for which Rocket Science may become liable due to any failure by Customer or its employees or agents to comply with any of its obligations under Section 15.1.

15.3 No Liability

Customer acknowledges that Rocket Science is reliant on Customer for direction as to the extent to which Rocket Science is entitled to use and process any Personal Data. Consequently, Rocket Science will not be liable for any claim brought by a data subject (as defined in the Regulation) arising from any action or omission by Rocket Science, to the extent that such action or omission resulted directly from Customer’s instructions.

16. NOTICES

All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (1) when delivered personally; (2) one (1) business day after deposit with an internationally nationally-recognized express courier, with written confirmation of receipt; or (3) three (3) business days after having been sent by registered or certified mail, postage prepaid. Either Party may change its address for notices under this Agreement by giving written notice to the other Party. A copy of any notice sent to Customer shall also be sent (and notices shall not be deemed as delivered until such copy is sent) to the Customer’s registered address as stated in any Service Order Form.

A copy of any notice sent to Rocket Science shall also be sent (and notices shall not be deemed as delivered until such copy is sent) to:

Rocket Science Corporation (UK) LTD 4th Floor Elgin House, 106-107 St Mary’s Street, Cardiff, United Kingdom, CF10 1DX

Attn: Legal Department

17. ENTIRE AGREEMENT

This Agreement, including its Terms and its Exhibits, Schedules and Attachments constitute the entire, final and exclusive understanding and agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions whether oral or written, of the Parties. The provisions of this Agreement may not be amended or supplemented in any way except (i) by written agreement executed by both Parties or (ii) as set forth in Section 21 (Changes to the Agreement) with respect to updates or modifications made by Rocket Science.

18. PARTIAL INVALIDITY

Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted.

19. NO THIRD PARTY BENEFICIARIES

Except as expressly set forth in this Agreement, this Agreement does not create any third party beneficiary right in any person that is not a Party to this Agreement.

20. ASSIGNMENT

Customer will have no right to assign this Agreement, in whole or in part, by operation of law or otherwise, without Rocket Science’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Rocket Science may freely assign this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.

21. CHANGES TO THE AGREEMENT

Rocket Science may update or modify the Terms, the Service Level Agreements and/or the Data Processing Addendum from time to time in its sole discretion. Any updates will be effective upon posting or as otherwise specified by Rocket Science, and Customer is responsible for reviewing the Agreement periodically for any changes. Customer’s continued use of the Services after any update constitutes acceptance of the updated Agreement. Customer has 30 days from the date of any update to object and, at Rocket Science’s sole discretion, Rocket Science may either (i) terminate this Agreement or (ii) enter into good faith discussions with Customer to address such objection. Any changes to an executed Service Order Form requires the mutual agreement of Rocket Science and Customer and a formal amendment must be validly executed to effect any change.

22. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of England and Wales excluding that body of law known as conflict of laws. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

23. RESERVATION OF RIGHTS

Rocket Science reserves the right to suspend or terminate Services and remove or prevent access to any material at any time, without prior notice or liability, where such action is necessary and justified (including, but not limited to, in response to a material breach of this Agreement, including any Service Order Form by the Customer. Except in cases where immediate suspension is required to comply with applicable law or to prevent demonstrable and imminent harm, Rocket Science shall provide the Customer with prior written notice specifying the basis of the alleged breach and shall allow the Customer a reasonable opportunity to cure, which in no event shall be less than fifteen (15) days, before any suspension or termination takes effect. Rocket Science also reserves the right to take proportionate measures to comply with the take-down provisions of the DMCA and to seek injunctive, declaratory, interpleader or other judicial or equitable relief (and, pending such action, to suspend all access to Customer’s account) if any third-party claim is made that Customer’s content or use violates any of the acceptable uses or Customer’s obligations or representations described in this Agreement, including any Service Order Form.

24. DISPUTES

24.1 Technical Directors

In the event of any dispute or claim arising out of or relating to this Agreement, such dispute or claim shall be escalated to the technical directors of each Party for resolution. Each Party agrees to attempt in good faith to resolve any dispute or claim by immediate initial discussion between the technical directors. In the absence of any agreement within seven (7) days following the referral to such technical directors, each Party shall further escalate the dispute or claim to the executive directors who will attempt to resolve the matter for a further seven (7) days. If the dispute or claim is not resolved under this Section 24.1, it will be handled under Section 24.2.

24.2 Courts

Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of England and Wales and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein.

25. ATTORNEYS’ FEES

In any suit or proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the other Party its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment.

26. EXPORT CONTROL

Customer agrees to comply fully with all relevant export laws and regulations of the United Kingdom and any other applicable territory (“Export Laws”) to ensure that no Deliverables are: (i) exported or re-exported directly or indirectly in violation of the Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.

27. WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

28. INTERPRETATIONS

Clause, Exhibit, Schedule, Attachment, and paragraph headings are for convenience and will not affect the interpretation of the Agreement. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender will include a reference to the other. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.