VENDOR SERVICES AGREEMENT

This Vendor Services Agreement ("Agreement") is entered into as of
January 15, 2025 ("Effective Date") by and between:

Provider: Nimbus Cloud Solutions Inc. ("Provider")
Client:   Brightside Retail Group ("Client")

1. SERVICES
Provider shall supply cloud hosting, managed database services, and priority
technical support as described in the applicable order forms.

2. TERM
The initial term of this Agreement is twelve (12) months from the Effective
Date and renews automatically for successive twelve (12) month periods unless
either party gives written notice of non-renewal at least thirty (30) days
before the end of the then-current term.

3. FEES AND PAYMENT
Client shall pay all undisputed invoices within thirty (30) days of the invoice
date (Net 30). Late amounts accrue a finance charge of 1.5% per month. All fees
are quoted in U.S. dollars and are exclusive of applicable taxes.

4. SERVICE LEVEL
Provider commits to a monthly uptime of 99.9%. If uptime falls below this
threshold, Client is entitled to a service credit equal to 5% of the monthly
fee for the affected service.

5. CONFIDENTIALITY
Each party shall protect the other party's confidential information and use it
solely to perform this Agreement.

6. TERMINATION
Either party may terminate this Agreement for material breach if the breach is
not cured within fifteen (15) days of written notice.

7. LIMITATION OF LIABILITY
Each party's total liability under this Agreement shall not exceed the total
fees paid by Client in the twelve (12) months preceding the claim.

8. GOVERNING LAW
This Agreement is governed by the laws of the State of Texas.

Signed:
Nimbus Cloud Solutions Inc. — Dana Reyes, VP Operations
Brightside Retail Group — Marcus Hale, Director of Procurement