1. Nucleus Properties: Description of Platform and Service
Nucleus Commercial, LLC (“Nucleus” or “us” or “we” or "our" or "ours") provides a platform for individuals and teams within the commercial real estate industry to access industry leading education and training and other services. The “Platform” includes (a) our web site located at https://www.nucleuscre.com (the “Site”), (b) our technology platform is designed to educate, license education & training and perform other professional services offered by or through us (the “Platform”), and (c) all Proprietary Information, copywrite material, logos, software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”). Any new features added to or augmenting the Platform are subject to this Client Platform Access Agreement (“CPAA”). The “Services” involve using any and all Content, features, and functions of the Platform that enable clients to access, review, contact, and otherwise interact with Content, trainers or other clients, as well as our work in assisting you (“you” or “your” or “Client”) in education and training. The Site, Platform, Services, Content, our Proprietary Information, and any other of our products or services are collectively referred to in this CPAA as our “Properties.” “ Properties” include all such elements as a whole, as well as individual elements and portions thereof.

2. Acceptance of Terms.
2.1. Acceptance and Legally Binding Agreement.
We provide our Properties to you through the Site and the Platform, subject to this CPAA. By accepting this CPAA or by accessing or using any portion of the our Properties, you acknowledge that you have read, understood, and agree to be bound by this CPAA. You further acknowledge that this CPAA is a contract between you and us, even though it is electronic and is not physically signed by you and us, and it governs your use of our Properties. If you are entering into this CPAA on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this CPAA, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS CPAA, OR IF YOU DO NOT AGREE WITH THIS CPAA, YOU MUST NOT ACCEPT THIS CPAA AND YOU MAY NOT ACCESS OR USE OUR PROPERTIES.

2.2. CPAA Updates.
We reserves the right, at our sole discretion, to change or modify portions of this CPAA at any time. We will post the changes to this CPAA on the link with which this CPAA was provided and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the CPAA periodically for changes. Your continued use of any of our Properties after the date any such changes become effective constitutes your acceptance of the new or revised CPAA.

2.3. Registering Your Account.
As part of the registration process for the Site, you will identify a user name and password for your Account (“Account”). As part of the registration process, you may use existing credentials to access technology of the Platform through a third party account (“Third Part Account”) (Example: video presentation services such as Zoom or third party market services) and if no such credentials exist, you will be required to identify a user name and password for your Third Party Account. You are solely responsible for maintaining the confidentiality of your user names and passwords and for any authorized or unauthorized use of the same for your Account and any such Third Party Account. You also agree to provide us and Platform truthful, accurate, and complete information in all interactions with us via any of our Properties.

2.4. Authorization to Access and Use Platform and Content.
Subject to your compliance with this CPAA and the provisions hereof, you may access or use the Platform and Content solely for the purpose of your education and our products and services. You may only link to the Platform, Site or Content, or any portion thereof, as expressly permitted by us.

3. Restrictions on Your Use of Nucleus Proprietary Information.
3.1. Confidentiality.
All business, technical or financial information disclosed by us via the our Properties, including without limitation, the Site, Platform, Service or Content, is our “Proprietary Information". Proprietary Information specifically includes, but is not limited to, the our Content. You will hold in confidence and not disclose to others any Proprietary Information. You will not use Proprietary Information for any purposes other that which they were intended. You may make disclosures of Proprietary Information required by law or court order provided that you give us advance written notice. When you have completed your use of the Platform or Service, or if you have not used the Platform or Service in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.

3.2. Non-Solicit.
During all periods of your access to or use of the Platform or Service and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services any of our Trainer(s) (“Trainer”), excluding third party industry specialists invited to contribute their expertise, to any competing service or in any way that which may impact their ability to perform for us.

4. General Conditions/ Access and Use.
4.1. Authorization to Access and Use Our Properties.
(a) Subject to your compliance with this CPAA and the provisions hereof, you may access or use our Properties solely for the purpose of your education provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices. (b) You will not: (i) allow any competitor of ours to use or access our Properties, (ii) use or access our Properties to develop or enhance any competing product or services, (iii) allow any individual or entity which has not engaged us separately to access our Properties. You are not permitted to access or use our Properties for public comment unless authorized in writing by us. You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the our Properties without expressed written permission form us. You may only link to the Site or Platform, or any portion thereof, as expressly permitted by us. You agree not to access the Site, Platform, or Service by any means other than through the interface that is provided by us or our partners.

4.2. Ownership and Restrictions.
All rights, title and interest in and to our Properties will remain with and belong exclusively to us. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the our Properties available to any third party, (b) use our Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the our Properties or their related components, or (c) modify, adapt or hack our Properties to, or try to, gain unauthorized access to our Properties or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of our Properties, or any other products or services of us that are not readily made available to the general public or to you using your own account name and password as instructed by us).

4.3. Responsibility for Your Data.
You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “Post” or “Posting”) in connection with or relating to the Site, Network, Platform, or Service.

4.4. Consent to Record.
We may record video and/or phone calls for educational, quality assurance or training purposes. By the nature of the technology of the Platform, Client may be recorded indirectly or directly in some instances. By signing this agreement, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular video, from that point forward by disconnecting form the Platform.
4.5. Limiting Access To Your Account.
We may access your Account in order to respond to your requests for technical support, comply with law, or to maintain and improve our own systems. We may, at our option, provide email or other online account support.

4.6. Reservation of Rights.
We and our licensors each own and retain their respective rights in and to all logos, company names, Content, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to our Properties. We grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this CPAA.
4.7. Termination of Access Due to Violations.
We may, in our sole discretion and without prior notice, terminate your access to the Platform and/or block your future access to the Platform if we determine that you have violated this CPAA or other agreements or guidelines which may be associated with your use of the Platform. You also agree that any violation by you of these CPAA will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deems necessary or appropriate in such circumstances, without limiting our other available remedies. Further, we may, in our sole discretion and without prior notice, terminate your access to the Platform, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Platform or any service offered on or through the Platform, or (3) unexpected technical issues or problems.
5. Use of Intellectual Property.
5.1. Rights in User Content.
By purchasing, enrolling, posting your information and other content (“User Content”), or any other engagement on or through the our Properties, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the our Properties. We have the right, but not the obligation, to monitor the our Properties and User Content. We may remove or disable any User Content at any time for any reason, or for no reason at all.

5.2. Unsecured Transmission of User Content.
You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the our Properties. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. We will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
5.3. Feedback.
You may submit ideas, suggestions, or comments (“Feedback”) regarding the our Properties or our business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and we may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether we considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
6. Your Representations and Warranties.
You represent and warrant to us that (a) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow us to use the same as permitted in this Agreement) in connection with the our Properties; (b) User Content and other activities in connection with our Properties, and our exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) you are eighteen (18) years of age or older.

7. Termination.
The CPAA applies and remains in effect until you no longer are using or have access to our Properties, provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this CPAA: 2.3, 3, 4.1(b), 4.2, 4.4, 4.5, and 5 - 12.

8. NO WARRANTIES AND DISCLAIMER BY US.
OUR PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF OUR PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US OR THROUGH OUR PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CPAA.

9. LIMITED LIABILITY.
9.1. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS CPAA, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF US WITH REGARD TO THIS CPAA WILL IN NO EVENT EXCEED USD$1.00.

9.2. Jurisdictional Limitations.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Dispute Resolution; Jury Waiver.
THIS CPAA IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of this CPAA or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Huston, Texas; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 11.

11. Miscellaneous.
This CPAA, together with Nucleus’s Privacy Policy constitute the entire agreement between the parties. The failure of Nucleus to exercise or enforce any right or provision of this CPAA will not be a waiver of that right. No waiver, change, or modification to this CPAA will be effective unless in writing signed by both parties. Any notices to Nucleus in connection with this agreement will be made by email transmitted to [email protected] provided that you also send a copy of such notice via nationally recognized carrier to Nucleus Commercial, LLC , 13602 Jarvis Rd., Cypress, TX 77429, Attn: Contract Administration. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by Nucleus to the email or mailing address associated with your account. You agree that Nucleus is entitled to seek injunctive and other equitable relief to enforce your obligations in Sections 3, 4.1(b) and 4.2. to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in this CPAA are for convenience only and will not be used in interpreting this CPAA. In the event that any provision of this CPAA will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this CPAA will otherwise remain in full force and effect and enforceable.