Lumadata Platform Terms of Service

Please carefully review these terms. Once accepted, they will form a legally binding agreement between you and Sail for the Sun LLC, DBA Lumadata, and its affiliates. If you do not agree to these terms, please do not accept them, create an account, or use the Lumadata Platform as defined below.

In these Terms of Service for the Lumadata Platform (referred to as "Agreement" or "Terms"), the terms "you" or "Customer" refer to you, while "Lumadata" refers to Sail for the Sun LLC, a corporation operating under the laws of the State of Florida, USA. Each of Lumadata and Customer may be referred to individually as a "Party" or collectively as the "Parties."

This Agreement becomes effective upon your approval or acknowledgment of its terms. Lumadata may update this Agreement periodically, with or without specific notice to you. However, if Lumadata does provide specific notice, it will do so in accordance with Section 8.9 of this Agreement. By continuing to use the Lumadata Platform after such changes are published, you agree to the revised terms. If you do not agree to an updated version of this Agreement, you must immediately cease using the Lumadata Platform. Please check this section of our website regularly to stay informed about any changes to this Agreement.

Lastly, this Agreement governs your use of the Lumadata Platform, while provisions governing your use of the Lumadata website can be found in the Lumadata Website Terms of Service.

Recitals

Lumadata is a software technology firm that has created a software-as-a-service platform allowing businesses to monitor data that is gathered, prepared, stored, distributed, managed, and supported by Customer and its Affiliates for the purpose of identifying and handling anomalies. The Customer wishes to access and use the Lumadata Platform (as defined below), and Lumadata is prepared to offer the Lumadata Platform under the terms of this Agreement. This Agreement encompasses the following: the Terms and Conditions outlined below, all accompanying exhibits and attachments, and any relevant Order Form(s) (referred to as an "Order").

Terms and Conditions

1. Provision and Use of the Lumadata Platform

1.1 Lumadata Platform.

In exchange for the Customer paying the specified Fees (as defined below), Lumadata will grant Customer access to its software platform, which comprises the core data observability platform (referred to as the "Lumadata Service") and any additional modules known as "Lumadata Addons." This combined offering is referred to as the "Lumadata Platform" and is made available to Customer in accordance with this Agreement and the applicable Order for the duration of the Term (as defined below). It's important to note that the "Lumadata Platform" encompasses the Lumadata API. Once Customer selects an administrative user name and password and their administrative account is set up, they will be able to access and utilize the Lumadata Platform. Under the terms and conditions of this Agreement, Lumadata grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Lumadata Platform during the Term exclusively for their internal business purposes. Lumadata will provide the Lumadata Platform in compliance with Applicable Laws (as defined below), which pertains to the provision of the Lumadata Platform to Lumadata's customers in general, without regard to the specific use by Customer, as long as it aligns with this Agreement. For the purpose of this Agreement, "Applicable Laws" refers to all relevant laws, regulations, and rules associated with Customer's use and Lumadata's provision of the Lumadata Platform.

1.2 Lumadata API.

In consideration of the Customer's payment of the Fees, Lumadata will grant Customer access to its Application Programming Interface, which will be available via the Lumadata Platform and referred to as the "Lumadata API." Under the terms and conditions of this Agreement, Lumadata grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right and license during the Term to (a) integrate the Lumadata API into Customer's web and/or mobile applications and connected devices as outlined in the Order (collectively referred to as the "Supported Customer Properties"); (b) distribute and make the Lumadata API available as incorporated in the Supported Customer Properties; and (c) send data server-to-server through Lumadata's API.

1.3 License Grant Restrictions and Requirements.

The following restrictions and requirements apply to Customer's utilization of the Lumadata Platform:

(a) Restricted Access. Unless otherwise expressly authorized in writing by Lumadata, Customer may only grant access to the Lumadata Platform to individuals who are either employees or contractors of Customer or its Affiliates (subject to the terms outlined in Section 1.7 below). Access should be granted only to the extent reasonably necessary for Customer or its Affiliates to use the Lumadata Platform in accordance with this Agreement (each referred to as an "Authorized User").

(b) Restrictions. Except as explicitly allowed under this Agreement, Customer may not, and may not permit or authorize any third party to: (i) attempt to reverse engineer, decompile, disassemble, or uncover the source code, object code, or underlying structure, ideas, or algorithms of any part of the Lumadata Platform; (ii) make modifications, translations, or derivative works based on any part of the Lumadata Platform; (iii) copy (except for archival purposes), rent, lease, distribute, pledge, assign, or transfer in any way, or encumber any part of the Lumadata Platform; (iv) use any part of the Lumadata Platform for purposes of timesharing, service bureau, or any other benefit to a third party (except as expressly permitted by the Lumadata Platform); (v) engage in hacking, manipulation, interference, or disruption of the integrity or performance of the Lumadata Platform or attempt to gain unauthorized access to it, its related systems, hardware, networks, or any associated content or technology; (vi) remove or obscure any proprietary notices or labels belonging to Lumadata or its suppliers on any part of the Lumadata Platform; (vii) access any or all of the Lumadata Platform to create a product or service that competes with the Lumadata Platform; (viii) knowingly input, upload, or transmit anything that may disrupt, impair, or adversely affect the operation of any computer software, hardware, or network or the user experience through the Lumadata Platform or Lumadata's systems, or anything that may damage, destroy, disrupt, disable, impair, interfere with, or harm the Lumadata Platform or Lumadata's systems; or (ix) use the Lumadata Platform in any way that infringes or violates the intellectual property rights of a third party.

(c) Requirements. Customer and each Authorized User must use the Lumadata Platform in accordance with (i) the Documentation provided by Lumadata from time to time; (ii) all Applicable Laws; and (iii) the terms of this Agreement.

1.4 Access Credentials and Lumadata API Keys.

Both Customer and its Authorized Users bear the sole responsibility for safeguarding the confidentiality and use of their respective username and password (referred to as "Access Credentials") and Lumadata API keys (referred to as "Lumadata API Keys"). In the event of any theft or compromise of Access Credentials and/or Lumadata API Keys, Customer must promptly inform Lumadata. It is essential to acknowledge that Customer will be held accountable for all activities and any resulting loss, damage, or expenses incurred by Lumadata that arise from the use of Customer's and Authorized Users' Access Credentials and Lumadata API Keys. This includes, but is not limited to, any misuse, communications, or data (including Customer Data) entered using these Access Credentials and Lumadata API Keys by Customer or facilitated by Customer's failure to maintain the confidentiality of these credentials. However, Lumadata would only be responsible for losses, damages, or expenses resulting from unauthorized Access Credentials and/or Lumadata API Key use if it results from Lumadata's breach of this Agreement.

1.5 Service Limitations.

(a) Lumadata Service. Customer's utilization of the Lumadata Service is subject to the service level limitations as outlined in the Order at the time of entering into this Agreement.

(b) Omitted.

(c) Sensitive Data. Customer is prohibited from using the Lumadata Platform to collect, transmit, provide, or otherwise make available any form of "sensitive information," "sensitive data," or "special categories of personal data" as defined under Applicable Laws related to data protection and privacy. This includes, but is not limited to, personal data that discloses racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for unique identification, health-related data, information about an individual's sex life or sexual orientation, or data concerning criminal convictions or offenses.

1.6 Omitted.

1.7 Customer Affiliates.

For the purposes of this Agreement, an "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with the specified party. Control, in this context, means direct or indirect ownership of more than fifty percent (50%) of the voting interests in the subject entity. An Affiliate of Customer may use the Lumadata Platform in accordance with this Agreement and, unless otherwise agreed in writing with Lumadata, a separate Order between Lumadata and that Affiliate. Customer affirms that it possesses sufficient rights and authority to bind each of its Affiliates to this Agreement. Both Customer and each of its Affiliates will be jointly and severally liable for the actions and omissions of those Affiliates in connection with this Agreement and their use of the Lumadata Platform. Claims by an Affiliate of Customer can only be pursued against Lumadata by Customer on behalf of that Affiliate.

1.8 Lumadata Affiliates.

Lumadata's Affiliates may provide the Lumadata Platform, or a portion thereof, to Customer in accordance with this Agreement and any applicable Order. Lumadata retains responsibility for those portions of the Lumadata Platform provided by its Affiliates and is not absolved of its obligations under this Agreement if Lumadata's Affiliates deliver the Lumadata Platform or a portion thereof. However, Lumadata reserves the right to enforce this Agreement against Customer and any Customer Affiliate.

1.9 Beta and Early Access Services.

Lumadata may offer Customer products or services that are either (a) labeled as beta or similar services ("Beta Services") or (b) deemed production-ready to deliver value to customers but may have known limitations affecting expected functionality or performance under specific scenarios or use cases ("Early Access Services"). The terms and conditions for Beta Services and Early Access Services will be communicated by Lumadata to Customer through email, a document (including an Order or the Documentation), or a website. Customer has the discretion to choose whether to use Beta Services or Early Access Services. It is important to note that Beta Services and Early Access Services are not considered part of the Lumadata Platform or Lumadata API under this Agreement. However, the obligations outlined in this Agreement regarding Customer's access and use of the Lumadata Platform and/or Lumadata API apply equally to Beta Services and Early Access Services. Lumadata offers limited product and customer engineering support and documentation for Beta Services and Early Access Services. Lumadata retains the right to discontinue Beta Services and Early Access Services at its sole discretion and may choose not to make them generally available. In cases where there is a conflict between this Section 1.9 and a separate addendum or another agreement governing the use of Beta Services or Early Access Services that has been signed by both Customer and Lumadata, the separate addendum or agreement will take precedence.

2. Ownership; Reservation of Rights

2.1 Customer Data.

Customer maintains ownership of all rights, title, and interest in the data accessed through its data connections and/or any data entered into the Lumadata Platform ("Customer Data"). In this regard, Customer grants Lumadata a perpetual, non-exclusive, global, royalty-free, fully paid-up right and license to use the Customer Data for the purpose of fulfilling Lumadata's obligations under this Agreement. However, Customer retains all rights, title, and interest in the Customer Data, except for the license expressly granted to Lumadata under this Agreement. Without explicit permission from Customer in connection with its use of the Lumadata Platform, Lumadata is prohibited from: (a) renting, sublicensing, transferring, disclosing, using, granting rights to, sharing, or providing access to any form of Customer Data collected or created under this Agreement; or (b) collecting, using, combining, aggregating, or commingling Customer Data for the benefit of any third party.

2.2 Lumadata Platform Ownership; Reservation Of Rights.

Customer acknowledges and agrees that Lumadata maintains all rights, title, and interest in and to the Lumadata Platform, including all copies or parts thereof (regardless of the producer) and all intellectual property rights associated with it. Customer does not acquire any rights, title, or interest in or to the Lumadata Platform or any of its copies (regardless of the producer) except for the limited licensed rights expressly granted by Lumadata under this Agreement. Customer is prohibited from removing, obscuring, or altering any intellectual property rights notices related to the Lumadata Platform.

2.3 Lumadata Usage Data.

Lumadata collects data concerning the usage of the Lumadata Platform by its customers ("Lumadata Usage Data") solely for the purpose of generating insights to enhance and support the Lumadata Platform overall. It's important to note that Lumadata Usage Data does not contain any Customer Data. Lumadata may use aggregated Lumadata Usage Data that cannot identify Customer or its users for marketing purposes, such as describing the Lumadata Platform's total data processing volume.

2.4 Feedback.

Customer has the option to provide suggestions, comments, or feedback ("Feedback") to Lumadata regarding improvements or functionalities related to the Lumadata Platform. Lumadata will decide whether to proceed with the development of requested enhancements, new features, or functionalities based on such feedback. By providing Feedback, Customer grants Lumadata a royalty-free, fully paid, global, transferable, sublicensable, irrevocable, and perpetual license to: (a) copy, distribute, transmit, display, perform, and create derivative works from the Feedback; and (b) use the Feedback and any subject matter therein. This includes the right to develop, manufacture, market, promote, sell, import, rent, provide, or lease products or services that incorporate or are configured for use with the Feedback or its subject matter.

3. Fees; Payment Terms

3.1 Fees.

Customer is obligated to pay Lumadata all fees and any other amounts owed to Lumadata under this Agreement, referred to as "Fees," as specified on the Order, as outlined elsewhere in this Agreement, or, in cases where no specific payment timeframe is specified in the Order or the Agreement, within thirty (30) days after receiving an invoice from Lumadata. Unless otherwise indicated in the Order, all Fees are to be paid in U.S. Dollars.

3.2 Late Payment.

In the event that payment for any Fees, including any reimbursement of expenses, is not made by the due date, Lumadata may, without prejudicing any other rights or remedies, charge interest at a rate equivalent to the lesser of one and one-half percent (1.5%) per month or the highest legal rate allowed by Applicable Law. Furthermore, Customer will be responsible for covering all reasonable collection expenses incurred by Lumadata. Additionally, if any payment of past due Fees is not received by Lumadata within ten (10) days after the due date, Lumadata may suspend access to the Lumadata Platform until the payment is made in full, following written notice to Customer.

3.3 Net of Taxes.

All amounts that Customer is required to pay to Lumadata under this Agreement do not include any sales, use, or other taxes or duties, regardless of how they are labeled. This includes, but is not limited to, withholding taxes, royalties, know-how payments, customs duties, privilege taxes, excise taxes, value-added taxes, and property taxes, collectively referred to as "Taxes." Customer is solely responsible for covering any Taxes, except for taxes based on Lumadata's income. Customer must not withhold any Taxes from the amounts owed to Lumadata, and all payments due from Customer under this Agreement must be made in full without any deductions, set-offs, or counterclaims ("Reductions"). If Applicable Law necessitates any Reductions, Customer must, when making the payment to which the reduction applies, pay Lumadata an additional amount to ensure that Lumadata receives the same total amount it would have received if no reduction had been required.

4. Term, Termination

4.1 Term.

This Agreement becomes effective from the Effective Date and will remain in force until the end of the initial term as specified in the Order. If no Order has been signed with Lumadata, the initial term will be thirty (30) days (referred to as the "Initial Term"). After the Initial Term, this Agreement will automatically renew for successive twelve (12) month terms for Customers subject to an Order (unless otherwise specified in the Order) or successive thirty (30) day terms for Customers without an Order (each, a "Renewal Term"). This automatic renewal will occur unless one Party provides written notice to the other Party at least thirty (30) days before the end of the Initial Term or the applicable Renewal Term, expressing its intention not to renew this Agreement. If not renewed under this Section 4.1, this Agreement will automatically terminate upon the expiration of the Initial Term or the applicable Renewal Term. The "Term" of this Agreement encompasses the Initial Term and any subsequent Renewal Terms.

4.2 Termination; Effect of Termination; Suspension.

Either Party can terminate this Agreement in the following ways: (a) by providing written notice with at least thirty (30) days' advance notice to the other Party (however, if there are any active Orders, this Agreement will not terminate until all such Orders have expired or have been terminated as per their terms); (b) if the other Party materially breaches any terms or conditions of this Agreement and such breach cannot be remedied or, if it can be remedied, fails to rectify such breach within fifteen (15) days' notice (or ten (10) days in the case of nonpayment of Fees by Customer) after receiving notice; (c) unless prohibited by Applicable Law, by providing written notice in the event of the other Party's liquidation, initiation of dissolution proceedings, or any other proceedings related to receivership, ceasing business operations, assignment for the benefit of creditors, or becoming subject to bankruptcy. Upon termination or expiration of this Agreement for any reason (except as expressly provided otherwise in this Agreement): (i) Lumadata will promptly delete or erase Customer Data or the encryption key for Customer Data; (ii) all rights granted under this Agreement and Lumadata's obligations to provide the Lumadata Platform will immediately cease, and Customer must cease using the Lumadata Platform; and (iii) Customer must pay all Fees owed up to the date of termination or expiration (as applicable). Lumadata may also suspend Customer's access to the Lumadata Platform, with or without notice to Customer, if Lumadata reasonably suspects a breach of this Agreement, violation of Applicable Law, or any other inappropriate or detrimental conduct related to the Lumadata Platform by Customer (including unauthorized access or malicious activity on Customer's account).

4.3 Survival.

Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, except for provisions expressly or implicitly intended to remain in force after termination. These provisions include Sections 2.2 (Lumadata Platform Ownership), 2.3 (Lumadata Usage Data), 2.4 (Feedback), 3 (Fees; Payment Terms), 4.2 (Termination; Effect of Termination), 5 (Confidentiality), 6.4 (Disclaimer), 7 (Limitations of Liability; Indemnification), 9 (Special Programs), 11 (General), and this Section 4.3 (Survival).

5. Confidentiality

5.1 Definition of Confidential Information.

In this Agreement, "Confidential Information" refers to any non-public information or data, whether in tangible form or not, disclosed by one Party (referred to as the "Disclosing Party") to the other Party (referred to as the "Receiving Party"). This information is considered Confidential Information if any of the following conditions apply: the Disclosing Party has marked it as confidential or proprietary, the Disclosing Party has identified it in writing as confidential or proprietary within thirty (30) days of sharing it with the Receiving Party, or a reasonable person in the Receiving Party's position would conclude that it is confidential given the nature of the information or the circumstances surrounding its disclosure. It's important to note that certain information, such as a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services, is automatically considered Confidential Information of the Disclosing Party, even if not explicitly marked or identified. For clarity, Lumadata's Confidential Information includes, but is not limited to, the Lumadata Platform, the Order, and the terms of this Agreement. However, "Confidential Information" does not include information that: (a) the Receiving Party already knew before receiving it from the Disclosing Party, directly or indirectly, from a source not bound by confidentiality obligations to the Disclosing Party; (b) becomes known to the Receiving Party, independently of the Disclosing Party's disclosure, directly or indirectly from a source not bound by confidentiality obligations to the Disclosing Party; (c) becomes publicly known or ceases to be secret or confidential, except due to a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.

5.2 Use and Non-disclosure of Confidential Information.

Both Parties acknowledge that the other Party's Confidential Information is valuable and constitutes trade secrets and proprietary information. Each Party agrees to use the other Party's Confidential Information only as permitted by this Agreement and not to disclose it, directly or indirectly, to any third party without the prior written consent of the other Party, except as otherwise allowed in this Agreement. The Receiving Party will take measures to maintain the confidentiality of the Disclosing Party's Confidential Information, using the same level of care it uses to protect its own confidential information, but not less than reasonable care. Notwithstanding any provision in this Agreement, either Party may disclose Confidential Information to certain parties, including employees, officers, directors, professional advisers (e.g., attorneys, auditors, financial advisors, accountants, and other professional representatives), existing and prospective investors or acquirers considering an investment in or acquisition of a Party, sources of debt financing, acquirers, and/or subcontractors who need to know the information and are legally bound to keep it confidential under confidentiality agreements or, in the case of professional advisers, are bound by legal duties to maintain the confidentiality of the information in line with the terms of this Agreement. Additionally, a Party may disclose Confidential Information if required by Applicable Law, in which case the Party will provide prior written notice to the other Party, an opportunity to contest the disclosure, and make reasonable efforts to minimize the disclosure to the extent permitted by Applicable Law. Each Party will promptly inform the other in writing if it becomes aware of any violations of the confidentiality obligations specified in this Agreement.

5.3 Equitable Relief; Return and Destruction of Confidential Information.

In the event of an actual or threatened breach of the provisions in this Section, the non-breaching Party may seek immediate injunctive and other equitable relief without forfeiting any other rights or remedies available to it. Upon the termination of this Agreement, and unless expressly provided otherwise in this Agreement, the Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in its possession. If requested by the Disclosing Party, the Receiving Party will provide certification of the return or destruction of all such Confidential Information and related materials.

6. Representations, Warranties, and Disclaimer

6.1 Mutual Representations and Warranties.

Both Parties represent and warrant to each other that:

(a) They have the necessary power and authority to enter into this Agreement and fulfill their obligations under it.

(b) The execution of this Agreement and the performance of their obligations under it do not and will not violate any other agreement to which they are a party.

6.2 Omitted.

6.3 Uptime.

Lumadata will make reasonable efforts, consistent with prevailing industry standards, to provide the Lumadata Platform in a manner that minimizes errors and interruptions. However, the Lumadata Platform may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance (by Lumadata or third-party providers), or due to other causes beyond Lumadata's reasonable control. Lumadata will use reasonable efforts to provide advance notice by email of any scheduled service disruptions within its control.

6.4 Disclaimer.

Lumadata makes the following disclaimers:

(a) The Lumadata Platform is provided on an "as-is" basis, and Lumadata disclaims all warranties, whether express, implied, or statutory, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement.

(b) Customer assumes sole responsibility for the results obtained from using the Lumadata Platform and for any conclusions or inferences drawn from such use.

(c) Lumadata does not warrant that the Lumadata Platform is error-free or that its operation will be secure or uninterrupted.

(d) Lumadata will have no liability regarding any sensitive data ingested into the Lumadata Platform or any security incidents related to it.

(e) Beta Services and Early Access Services are provided "as-is," "where is," and "as available" with no warranties, and Lumadata will have no liability for any losses, liabilities, or damages arising from or related to the Beta Services or Early Access Services. Customers assume all risks associated with using the Beta Services and Early Access Services.

7. Limitations of Liability; Indemnification.

7.1 Disclaimer of Consequential Damages.

Both Parties agree that, except for Customer's breach of Section 1 (Provision and Use of the Lumadata Platform), neither Party will be liable to the other for any special, indirect, reliance, incidental, or consequential damages of any kind, including but not limited to lost or damaged data, lost profits or revenue, loss of anticipated savings, or loss of or damage to goodwill (collectively, an "Excluded Loss"). This limitation of liability does not apply to the extent prohibited by applicable law. Notwithstanding this limitation, certain types of losses, such as amounts payable by an indemnified party to a third party pursuant to a judgment or settlement agreement approved in accordance with Section 7.6 (Indemnification Procedure), are not considered Excluded Losses and are subject to indemnification.

7.2 General Cap on Liability.

Except for (a) Customer's breach of Section 1 (Provision and Use of the Lumadata Platform) and (b) liability arising from a Party's indemnification obligations under Section 7.4 and Section 7.5, each Party's aggregate liability for direct damages under or relating to this Agreement, including warranty claims, will not exceed the total fees paid by Customer to Lumadata under this Agreement during the twelve (12) months preceding the event giving rise to such liability.

7.3 Independent Allocations of Risk.

Each provision of this Agreement that limits liability, disclaims warranties, or excludes damages serves to allocate the risks between the Parties. These provisions are independent and severable from one another and will apply even if they fail in their essential purpose.

7.4 Indemnification by Lumadata.

(a) Indemnity. Lumadata will indemnify, defend, and hold harmless Customer and its Affiliates, as well as their respective officers, directors, and employees (collectively, "Customer Indemnified Parties"), from any and all losses, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees (collectively, "Liabilities"), incurred by Customer Indemnified Parties in connection with any third-party action, demand, claim, or proceeding (a "Claim") arising from the use of the Lumadata Platform in accordance with this Agreement infringing or misappropriating any third-party intellectual property rights (an "Infringement Claim").

(b) Limitations on Infringement Claims. Lumadata will not be liable or obligated under this Section for any Liability related to an Infringement Claim if that Liability is caused, in whole or in part, by (i) modification of the Lumadata Platform by any party other than Lumadata without Lumadata's express consent; (ii) the combination, operation, or use of the Lumadata Platform with other products, data, or services where the Lumadata Platform, by itself, would not be infringing; or (iii) unauthorized or improper use of the Lumadata Platform. If Customer's use of the Lumadata Platform becomes the subject of an Infringement Claim or is likely to become one, Lumadata may, at its option and expense, (A) obtain the right for Customer to continue using the Lumadata Platform as specified in this Agreement; (B) modify the Lumadata Platform to make it non-infringing, provided it retains equivalent functionality; (C) replace the Lumadata Platform with an equivalent; or (D) if options (A)-(C) are not reasonably practicable, terminate this Agreement.

(c) Exclusive Liability. This Section 7.4 outlines Lumadata's entire obligation and Customer's sole remedies concerning any Infringement Claim.

7.5 Indemnification by Customer.

Customer will indemnify Lumadata and its Affiliates, as well as their respective officers, directors, and employees (collectively, "Lumadata Indemnified Parties"), from Liabilities incurred by Lumadata Indemnified Parties in connection with any Claim arising from or related to:

(a) A breach by Customer of Section 1 (Provision and Use of the Lumadata Platform).

(b) Any use by Customer of the Lumadata Platform in violation of this Agreement.

(d) The use by Lumadata of Customer Data in accordance with this Agreement.

7.6 Indemnification Procedure.

If a Customer Indemnified Party or a Lumadata Indemnified Party (each, an “Indemnified Party”) becomes aware of any Claim it believes it should be indemnified under Section 7.4 or Section 7.5, as applicable, the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Claim; provided, however, any failure to give such prompt notice will not relieve the Indemnifying Party of its obligations under this Section 7 except to the extent the Indemnifying Party was actually and materially prejudiced by such failure. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing. Notwithstanding anything to the contrary in this Section 7, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 7 admitting liability or fault on behalf of the Indemnified Party, or create any obligation on behalf of the Indemnified Party, without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed.

8. General

8.1 Severability

If any provision of this Agreement is determined to be unenforceable or invalid, that provision will be adjusted or removed to the minimum extent necessary for the Agreement to remain in full force and enforceable.

8.2 Assignment

Neither Party may transfer this Agreement or its rights and obligations under this Agreement without the prior written consent of the other Party. However, either Party may assign this Agreement to an entity that acquires or succeeds to all or substantially all of the business or assets related to this Agreement, whether through merger, asset sale, stock sale, reorganization, or any other means. Any assignment or attempted assignment in violation of this Section 8.2 will be null and void.

8.3 Beneficiaries

This Agreement does not grant any benefits or rights to third parties unless expressly stated otherwise.

8.4 Entire Agreement

The Parties acknowledge that this Agreement represents the complete and exclusive understanding between them, superseding all prior written or oral agreements, communications, and other understandings related to the subject matter of this Agreement.

8.5 Waiver; Amendment

Any waiver of a term or provision of this Agreement or a Party's breach of it will only be effective if it is in writing and signed by the Party granting the waiver. A waiver of one breach will not be considered a waiver of any other or subsequent breach. The Parties can modify this Agreement only through a written agreement signed by authorized representatives of both Parties.

8.6 Relationship of the Parties

This Agreement does not create an agency, partnership, joint venture, or employment relationship between the Parties. Neither Party has the authority to bind the other Party in any manner.

8.7 Injunctive Relief

Customer acknowledges that any unauthorized use of the Lumadata Platform would cause Lumadata irreparable harm, and no adequate legal remedy exists. Along with other available remedies under this Agreement or at law, Lumadata is entitled to seek injunctive relief if Customer uses the Lumadata Platform in violation of the limited license granted herein or in any manner not expressly allowed by this Agreement.

8.8 Cumulative Rights

The rights and remedies explicitly provided in this Agreement are cumulative and in addition to any other rights or remedies available to a Party.

8.9 Notices

Lumadata will deliver all notices to Customer via email using the address provided by Customer in the relevant Order or during registration for the Lumadata Platform. It is Customer's responsibility to maintain a current email address with Lumadata. Notices to Lumadata must be in writing and sent by email to support@Lumadata.com or to another address provided by Lumadata for this purpose. Notices are considered received when personally delivered, electronically confirmed, sent for next-day delivery by a recognized overnight delivery service, or received by certified or registered mail with return receipt requested. These notice provisions do not apply to serving legal proceedings or documents related to legal actions under this Agreement.

8.10 Publicity

Neither Party may issue a press release regarding their business relationship without the prior written consent of the other Party.

8.11 Force Majeure

Each Party is excused from performing its obligations during any period in which it is prevented from doing so due to causes beyond its reasonable control and without its fault or negligence, except for Customer's obligation to pay Fees. These causes include acts of God, war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzards, or other natural disasters but exclude issues arising from a Party's financial condition or internal labor problems like strikes or work stoppages. In case of a Force Majeure Event, the affected Party must promptly notify the other Party in writing, describing the cause, effect, and expected duration of its inability to perform. Delays due to a Force Majeure Event automatically extend the deadline for affected obligations by a period equal to the duration of the Force Majeure Event. If non-performance due to a Force Majeure Event continues for 30 days or more, either Party may terminate this Agreement with written notice to the other Party.

8.12 Governing Law; Jurisdiction

This Agreement is governed by the laws of the State of Florida, U.S.A., without regard to its conflict of laws provisions. For all disputes related to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Duval County in the city of Jacksonville, Florida, U.S.A. Both Parties waive any objections related to jurisdiction, venue, or an inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing Party is entitled to recover costs and attorneys' fees.

8.13 Interpretation

Expressions like "including," "include," "in particular," "for example," or similar phrases within this Agreement are meant for illustration and clarification and should not be construed as limiting the meaning of the preceding words, descriptions, definitions, phrases, or terms. References to statutes or statutory provisions should be understood as including any amendments, extensions, or re-enactments of those statutes or provisions, as well as any subordinate legislation made under them. Any mention of something being in "writing" or "written" should also encompass communication through email, provided it is sent to an authorized representative of the respective Party. Unless the context dictates otherwise, singular words are inclusive of the plural, and gender-specific terms are meant to apply to all genders. The headings and divisions within this Agreement, such as sections, schedules, exhibits, appendices, and other subdivisions, are included for organizational purposes and should not impact the interpretation of this Agreement.