Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Affiliate" means, with respect to any Person, any entity that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of th

ARTICLE 2 — APPOINTMENT AND SCOPE 2.1 Appointment. Subject to the terms and conditions of this Agreement, Licensor hereby appoints Reseller, and Reseller hereby accepts such appointment, as a non-exclusive authorized reseller of the Licensed Products in the EMEA Territory during the Term. This appointment entitles Reseller to market, promote, solicit orders for, and resell subscriptions to the Licensed Products to En

ARTICLE 3 — LICENSED PRODUCTS AND INTELLECTUAL PROPERTY 3.1 Licensed Products. The Licensed Products that are the subject of this Agreement consist of the Lumos Prism™ AI-powered financial analytics and risk-modeling SaaS platform, as more particularly described in Exhibit A (Licensed Products & Pricing Schedule). Exhibit A sets forth the product tiers, feature sets, configuration options, user limits, and other spec

ARTICLE 4 — FINANCIAL TERMS 4.1 Reseller discount. Reseller shall purchase Licensed Product subscriptions from Licensor at the Reseller discount of thirty percent (30%) off the applicable EMEA List Prices as set forth in Exhibit A. The Reseller discount shall apply to all initial subscriptions and renewals of Licensed Product subscriptions ordered by Reseller during the Term. In the event of a conflict between the pr

ARTICLE 5 — DATA PROTECTION AND PRIVACY 5.1 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 rights and obligations with respect to the processing of personal data in connection with Reseller's resale of the Licensed Prod

ARTICLE 6 — SERVICE LEVELS 6.1 SLA. Licensor shall provide the Licensed Products in accordance with the Service Level Agreement set forth in Exhibit E, which is incorporated herein by reference. The SLA sets forth the performance standards, availability targets, support response times, escalation procedures, and service credit remedies applicable to the Licensed Products. Licensor shall use commercially reasonable ef

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES 7.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party as of the Effective Date, and throughout the Term, that: (a) it is duly organized, validly existing, and in good standing (or the equivalent thereof in its jurisdiction of organization) under the laws of its jurisdiction of formation or organization; (b) it has full corporate pow

ARTICLE 8 — CONFIDENTIALITY 8.1 Confidentiality Obligations. Each Party (in its capacity as the "Receiving Party") agrees to maintain the Confidential Information of the other Party (in its capacity as the "Disclosing Party") in strict confidence and to use such Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement. The Receiving Party shall not

ARTICLE 9 — LIMITATION OF LIABILITY 9.1 Consequential Damages Waiver. EXCEPT FOR (A) BREACHES OF ARTICLE 8 (CONFIDENTIALITY), (B) OBLIGATIONS ARISING UNDER ARTICLE 10 (INDEMNIFICATION), AND (C) A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY CLAIMING THROUGH THE OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLAR

ARTICLE 10 — INDEMNIFICATION 10.1 Licensor's Indemnification Obligations. Licensor shall indemnify, defend, and hold harmless Reseller and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Reseller Indemnified Party") from and against any and all third-party claims, demands, suits, actions, or proceedings (each, a "Claim"), and any resulting damag