Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement. 1.1 "Affiliate" means, with respect to either Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party, where "c

ARTICLE 2 — APPOINTMENT AND SCOPE 2.1 Appointment. Lumos hereby appoints Meridian, and Meridian hereby accepts such appointment, as a non-exclusive authorized reseller of the Licensed Product within the EMEA Territory during the Term, subject to and in accordance with the terms and conditions of this Agreement. This appointment authorizes Reseller to market, promote, solicit orders for, and resell subscriptions to th

ARTICLE 3 — INTELLECTUAL PROPERTY 3.1 Ownership. As between the Parties, Lumos retains and shall retain all right, title, and interest in and to the Licensed Product, the Lumos Marks, all documentation, training materials, marketing materials created by or on behalf of Lumos, and all related intellectual property rights, including without limitation all patents, copyrights, trade secrets, trademarks, service marks, a

ARTICLE 4 — RESELLER OBLIGATIONS 4.1 Marketing and Promotion. Reseller shall use commercially reasonable efforts to actively and continuously market, promote, and resell the Licensed Product throughout the EMEA Territory during the Term. Such efforts shall include, without limitation: (a) identifying and cultivating prospective End Users within the EMEA Territory; (b) conducting product demonstrations, webinars, and

ARTICLE 5 — FINANCIAL TERMS 5.1 Reseller discount. Reseller shall purchase Licensed Product subscriptions from Lumos at a discount of thirty percent (30%) off the applicable List Price set forth in Exhibit A (the "Reseller discount"). The Reseller discount shall apply to all Licensed Product subscriptions purchased by Reseller during the Term, regardless of the subscription tier, volume, or End User. The Reseller dis

ARTICLE 6 — DATA PROTECTION AND PRIVACY 6.1 Data Processing Agreement. The Parties shall comply with the Data Processing Agreement attached hereto as Exhibit C, which is incorporated herein by reference and forms an integral part of this Agreement. The DPA sets forth the Parties' respective obligations with respect to the processing of Personal Data by or on behalf of Lumos in connection with the provision of the Lic

ARTICLE 7 — SERVICE LEVELS AND SUPPORT 7.1 Service Level Agreement. Lumos shall provide, operate, and maintain the Licensed Product in accordance with the Service Level Agreement attached hereto as Exhibit E and incorporated herein by reference. The SLA includes an uptime commitment of ninety-nine and ninety-five hundredths percent (99.95%) availability for the Lumos Prism™ platform, measured on a monthly basis, as h

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as of the Execution Date and as of the Effective Date, that: (a) it is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization and has all necessary registrations, qualifications, and authorizat

ARTICLE 9 — INDEMNIFICATION 9.1 Lumos's Indemnification Obligations. Lumos shall defend, indemnify, and hold harmless Meridian and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Meridian Indemnified Parties"), from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settleme