1008-00010 · Lumos Analytics Inc · Transaction Documents/Drafts

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PRIVILEGED & CONFIDENTIAL — SUBJECT TO CONTRACT

CHANNEL RESELLER PROGRAM AGREEMENT

REVISED DRAFT —

Prepared by:

Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, CA 90017

On behalf of: Lumos Analytics Inc.

Matter No.: 1008-00010

Circulated to: Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler / Laura Pfeiffer), Maximilianstraße 35, 80539 München, Germany.

This

CHANNEL RESELLER PROGRAM AGREEMENT

This Channel Reseller Program Agreement (this "Agreement") is entered into as of April 1, 2024 (the "Effective Date," to be confirmed upon execution), by and between:

Lumos Analytics Inc., a Delaware C-Corporation, with its principal offices at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304 (hereinafter referred to as "Licensor" or "Lumos");

and

Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht München under HRB 274581, with its registered office at Leopoldstraße 78, 80802 München, Germany (hereinafter referred to as "Reseller" or "Meridian").

Licensor and Reseller are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Lumos is the developer and provider of the Lumos Prism™ AI-powered financial analytics and risk-modeling software-as-a-service ("SaaS") platform, a market-leading solution for enterprise financial analytics, portfolio risk modeling, scenario analysis, and regulatory reporting;

WHEREAS, Meridian is an established technology channel distributor operating across the Europe, Middle East, and Africa ("EMEA") region, serving as an authorized reseller for more than forty (40) enterprise software vendors, with annual consolidated revenues of approximately three hundred twelve million Euros (€312,000,000) for the fiscal year ended December 31, 2023;

WHEREAS, Lumos desires to expand the distribution of the Lumos Prism™ platform in the EMEA Territory (as defined below) through a non-exclusive channel reseller arrangement with Meridian, thereby leveraging Meridian's established customer relationships, sales infrastructure, and market expertise throughout the EMEA region;

WHEREAS, Meridian desires to be appointed as an authorized non-exclusive reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory, subject to the terms and conditions set forth herein, and to offer the Licensed Products to its existing and prospective customer base;

WHEREAS, the Parties desire to set forth the terms and conditions governing such reseller relationship, including the scope of the appointment, financial terms, intellectual property rights, data protection obligations, and other matters;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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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 this definition, "control" means the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities of an entity, or the right to receive fifty percent (50%) or more of the profits or earnings of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

1.2 "Aggregate Deal Value" or "Total Contract Value" or "TCV" means the total aggregate value of the Minimum Annual Commitments over the Initial Term, which is Thirty Million United States Dollars ($30,000,000).

1.3 "Annualized Contract Value" or "ACV" means the average annual value of the Total Contract Value over the Initial Term, which is Six Million United States Dollars ($6,000,000) per year (calculated as $30,000,000 divided by five (5) years).

1.4 "Applicable Law" means all applicable federal, state, local, and foreign statutes, laws, regulations, rules, codes, ordinances, orders, decrees, judgments, injunctions, and governmental requirements, including those of any regulatory authority having jurisdiction over the Parties or the subject matter of this Agreement, as the same may be enacted, promulgated, amended, or modified from time to time.

1.5 "Authorized Sub-Distributor" means a sub-distributor appointed by Reseller with the prior written consent of Licensor in accordance with Section 2.4, as further set forth in Exhibit B.

1.6 "Confidential Information" means any and all proprietary or confidential information or data, whether disclosed orally, in writing, electronically, or by any other means, by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including without limitation: (a) trade secrets, inventions, ideas, processes, formulas, algorithms, source code, object code, software, data, databases, know-how, improvements, discoveries, and developments; (b) information regarding plans for research, development, new products, marketing, selling, and business plans; (c) information regarding customers, suppliers, End Users, and prospective customers; (d) financial information, projections, budgets, and pricing; (e) information regarding the terms and conditions of this Agreement; and (f) information regarding employees, contractors, and consultants. Confidential Information shall not include information that: (i) is or becomes publicly available other than through the Receiving Party's breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records, without any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's contemporaneous written records; or (iv) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

1.7 "Data Processing Agreement" or "DPA" means the data processing agreement attached hereto as Exhibit C, which governs the processing of personal data in connection with the Licensed Products and the Parties' respective obligations under the GDPR and UK GDPR.

1.8 "Effective Date" means April 1, 2024, as set forth in the preamble to this Agreement, to be confirmed upon execution by both Parties.

1.9 "EMEA Territory" or "Territory" means all countries within Europe (including, without limitation, all member states of the European Union, the European Economic Area, Switzerland, and the United Kingdom of Great Britain and Northern Ireland), the Middle East (as defined in Exhibit B), and Africa (as defined in Exhibit B), as further specified and listed in Exhibit B. The Territory expressly excludes the Restricted Territories.

1.10 "End User" means any third party that purchases, subscribes to, or otherwise accesses the Licensed Products through Reseller or an Authorized Sub-Distributor for such third party's own internal business use and not for resale, sublicensing, or further distribution.

1.11 "End User Agreement" means the end-user license agreement, subscription agreement, or terms of service between Licensor and each End User, governing the End User's access to and use of the Licensed Products, as made available by Licensor and as may be updated from time to time.

1.12 "Escrow Agent" means Evergreen Trust Company, N.A., a national trust company organized under the laws of the United States, or such other escrow agent as the Parties may mutually agree upon in writing.

1.13 "Escrow Agreement" means the escrow agreement entered into concurrently herewith among Licensor, Reseller, and the Escrow Agent, governing the deposit, maintenance, and release of the Holdback Amount in connection with indemnification claims under this Agreement.

1.14 "Feedback" means any suggestions, enhancement requests, recommendations, corrections, comments, ideas for improvement, or other feedback provided by Reseller, its Authorized Sub-Distributors, or its End Users regarding the Licensed Products, including without limitation feedback relating to features, functionality, performance, usability, and documentation.

1.15 "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the General Data Protection Regulation), as amended, supplemented, or replaced from time to time, together with the United Kingdom General Data Protection Regulation (the "UK GDPR") as retained in United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

1.16 "Holdback Amount" means an amount equal to five percent (5%) of each quarterly by Reseller to Licensor, which shall be withheld by Reseller and deposited directly with the Escrow Agent in accordance with Section 4.7 and the Escrow Agreement.

1.17 "Initial Term" means the five (5) year period commencing on the Effective Date and expiring on March 31, 2029, unless earlier terminated in accordance with Article 12.

1.18 "Licensed Products" means the Lumos Prism™ AI-powered financial analytics and risk-modeling SaaS platform, including all updates, upgrades, patches, and new releases thereof made generally available by Licensor to its customers during the Term, as more particularly described in Exhibit A (Licensed Products & Pricing Schedule).

1.19 "List Price" means the published EMEA list prices for the Licensed Products, as set forth in Exhibit A and as updated from time to time by Licensor in accordance with this Agreement. Licensor shall provide Reseller with no less than sixty (60) days' prior written notice of any changes to the List Price.

1.20 "Marks" means the Lumos Prism™ name, logos, trademarks, service marks, trade names, trade dress, and other brand identifiers owned by Licensor and licensed to Reseller under this Agreement, as identified in and subject to the Brand Guidelines set forth in Exhibit D.

1.21 "Minimum Annual Commitment" or "MAC" means the minimum annual purchase commitment of Reseller for each contract year during the Initial Term, as set forth in Section 4.2 and further detailed in Exhibit F.

1.22 "Person" means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, governmental authority, or any other entity.

1.23 "Renewal Term" means each successive one (1) year period following the expiration of the Initial Term during which this Agreement remains in effect in accordance with Section 12.2.

1.24 "Reseller discount" means a discount of thirty percent (30%) off the applicable List Price, as further set forth in Section 4.1.

1.25 "Restricted Territories" means territories subject to comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, or the United Kingdom. The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable

1.26 "SLA" means the Service Level Agreement set forth in Exhibit E, which establishes the performance standards, uptime commitments, and service credit remedies for the Licensed Products.

1.27 "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as incorporated in the DPA (Module Two — Controller-to-Processor), and, with respect to transfers from the United Kingdom, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office.

1.28 "Sub-Processor" means any third-party processor engaged by Licensor to process personal data on behalf of data subjects in connection with the provision of the Licensed Products, as further described in the DPA and Annex III thereto.

1.29 "Term" means, collectively, the Initial Term and any Renewal Terms during which this Agreement remains in effect.

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 End Users located within the Territory, in accordance with and subject to the terms and conditions of this Agreement. The appointment is personal to Reseller and may not be delegated or transferred except to Authorized Sub-Distributors as expressly permitted under Section 2.4.

2.2 Non-Exclusivity. The appointment granted under Section 2.1 is expressly non-exclusive. Licensor retains the unrestricted right to:

(a) appoint additional resellers, distributors, agents, or other channel partners in the EMEA Territory at any time and from time to time, without notice to or consent from Reseller;

(b) sell, license, distribute, or otherwise make available the Licensed Products directly to End Users or other parties located in the EMEA Territory, whether through Licensor's own sales force, its website, or any other direct or indirect channel; and

(c) otherwise market, promote, advertise, and distribute the Licensed Products worldwide without restriction, including in the EMEA Territory, through any means or channel Licensor deems appropriate in its sole discretion.

Nothing in this Agreement shall be construed to limit Licensor's ability to compete with Reseller in the Territory or to grant Reseller any exclusive or preferential rights with respect to any segment, vertical, geography, or customer within the Territory.

2.3 Territory. The Territory for purposes of this Agreement is the EMEA Territory as defined in Section 1.9 and further specified in Exhibit B. Reseller shall not, directly or indirectly, market, sell, resell, distribute, solicit orders for, or otherwise make available the Licensed Products to any Person located outside the EMEA Territory. Reseller shall use commercially reasonable efforts to ensure that its Authorized Sub-Distributors comply with this territorial restriction. If Reseller becomes aware of any actual or potential distribution of the Licensed Products outside the Territory, Reseller shall promptly notify Licensor and cooperate with Licensor to address such unauthorized distribution.

2.4 Sub-Distribution Rights. Reseller may appoint sub-distributors to assist in the marketing and resale of the Licensed Products within the Territory, provided that each such appointment receives the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. As of the Effective Date, the following sub-distributors are pre-approved by Licensor and are hereby designated as Authorized Sub-Distributors:

(a) Meridian Data Solutions UK Ltd, a company incorporated in England and Wales, Companies House Registration No. 12847391, with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom (Director: Katarina Voss) — authorized to resell the Licensed Products in the United Kingdom and Ireland; and

(b) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France, SIREN No. 912 483 057, with its registered office at 27 Rue de la Boétie, 75008 Paris, France (Gérant: Jean-Philippe Moreau) — authorized to resell the Licensed Products in France, Belgium, Luxembourg, and French-speaking Switzerland.

Each Authorized Sub-Distributor must, prior to commencing any resale activities, execute a written sub-distribution agreement with Reseller that incorporates terms and conditions no less protective of Licensor than those contained in this Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data protection, anti-corruption, sanctions compliance, and export control. Reseller shall provide Licensor with a copy of each executed sub-distribution agreement within fifteen (15) business days of execution. Reseller shall remain fully responsible and liable for the acts and omissions of its Authorized Sub-Distributors as if such acts and omissions were those of Reseller.

2.5 Reseller's Obligations. Throughout the Term, Reseller shall:

(a) use commercially reasonable efforts to actively promote, market, and resell the Licensed Products throughout the Territory, with the objective of meeting or exceeding the Minimum Annual Commitment for each contract year;

(b) maintain a qualified and trained sales team of no fewer than eight (8) full-time equivalent sales personnel dedicated to the Licensed Products during Year 1, increasing to no fewer than twelve (12) full-time equivalent sales personnel by Year 3, each of whom shall complete Licensor's sales certification program within ninety (90) days of assignment;

(c) comply with all Applicable Laws in the performance of its obligations under this Agreement, including without limitation export control, sanctions, anti-corruption, anti-money laundering, data protection, consumer protection, and tax laws;

(d) refrain from making any representations, warranties, guarantees, or commitments regarding the Licensed Products that are not expressly authorized by Licensor in writing, including but not limited to representations regarding product functionality, performance, uptime, security, or roadmap;

(e) provide Licensor with quarterly sales reports within thirty (30) days after the end of each calendar quarter, detailing the number of End User subscriptions sold, the identity and location of each End User, the subscription tier, the contract value of each subscription, and such other information as Licensor may reasonably request;

(f) promptly escalate to Licensor any End User complaints, product defect reports, or security incidents that come to Reseller's attention;

(g) maintain accurate and complete records of all transactions under this Agreement for a period of no less than five (5) years; and

(h) participate in Licensor's annual partner review process and cooperate in good faith with Licensor's reasonable requests for information regarding Reseller's resale activities.

2.6 No Authority to Bind. Reseller is an independent contractor and is not the agent, legal representative, partner, franchisee, joint venturer, or employee of Licensor for any purpose. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, franchise, fiduciary, or employer-employee relationship between the Parties. Reseller has no authority to bind Licensor, to create any obligation on behalf of Licensor, or to make any representation or warranty on behalf of Licensor, except as expressly authorized in writing by Licensor. Reseller shall not hold itself out as having any such authority. All End User Agreements shall be entered into directly between Licensor and the applicable End User, and Reseller shall not be a party to any End User Agreement.

2.7 Resale Price Freedom. Reseller is free to independently determine and set its own resale prices to End Users for the Licensed Products, without restriction or interference from Licensor. To the extent Licensor provides Reseller with recommended resale prices or suggested retail prices, such prices are provided solely as non-binding recommendations and guidelines. Nothing in this Agreement shall be construed as an agreement or understanding between the Parties to fix, set, or maintain resale prices, and Reseller shall at all times retain full and independent discretion over its pricing decisions. The Parties acknowledge that this provision is intended to comply with applicable competition and antitrust laws, including Article 101 of the Treaty on the Functioning of the European Union and applicable national competition laws.

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 specifications of the Licensed Products. Licensor may update, modify, or enhance the Licensed Products from time to time in its sole discretion, provided that any such update, modification, or enhancement does not materially diminish the core functionality of the Licensed Products as described in Exhibit A without Reseller's prior written consent. Licensor shall notify Reseller of material updates, new product tiers, or changes to the Licensed Products on a reasonably prompt basis.

3.2 Trademark License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Reseller a limited, non-exclusive, non-transferable, royalty-free license to use the Marks solely in connection with Reseller's authorized marketing, promotion, and resale of the Licensed Products under this Agreement during the Term. Reseller may sublicense the right to use the Marks solely to Authorized Sub-Distributors, and only to the extent necessary for such Authorized Sub-Distributors to perform their authorized resale activities. All use of the Marks by Reseller and its Authorized Sub-Distributors must comply strictly with the Brand Guidelines set forth in Exhibit D. Reseller shall submit all marketing materials, advertisements, and promotional content bearing the Marks to Licensor for prior written approval, which approval shall not be unreasonably withheld or delayed. All goodwill arising from the use of the Marks by Reseller or its Authorized Sub-Distributors shall inure solely and exclusively to the benefit of Licensor. Reseller shall not register, or attempt to register, any of the Marks or any confusingly similar mark in any jurisdiction.

3.3 No Modification Rights. Reseller shall not, and shall ensure that its Authorized Sub-Distributors and End Users do not, modify, adapt, alter, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Licensed Products or any component thereof, except to the extent that such restriction is expressly prohibited by mandatory Applicable Law (including, without limitation, Directive 2009/24/EC on the legal protection of computer programs, to the extent applicable). Reseller shall not remove, obscure, or alter any proprietary notices, labels, or marks on or within the Licensed Products.

3.4 Ownership. As between the Parties, Licensor retains and shall retain all right, title, and interest in and to the Licensed Products, the Marks, and all associated intellectual property rights, including without limitation all patents, copyrights, trade secrets, trademarks, and other proprietary rights. No title to or ownership of the Licensed Products, the Marks, or any intellectual property rights therein is transferred to Reseller by virtue of this Agreement. Reseller acquires only the limited rights expressly granted under this Agreement and no other rights are implied or granted by estoppel, exhaustion, or otherwise.

3.5 Feedback License. Reseller acknowledges and agrees that any Feedback provided by Reseller, its Authorized Sub-Distributors, or its End Users regarding the Licensed Products shall become the sole and exclusive property of Licensor. Reseller hereby irrevocably assigns, and agrees to assign and cause its Authorized Sub-Distributors and End Users to assign, to Licensor all right, title, and interest in and to any Feedback, including all intellectual property rights therein, without any requirement of compensation, attribution, accounting, or further obligation of any kind. Licensor shall be free to use, reproduce, modify, incorporate, distribute, commercialize, and otherwise exploit any Feedback for any purpose whatsoever, without restriction and without obligation to Reseller or any third party. Reseller shall execute, and shall cause its Authorized Sub-Distributors and End Users to execute, such further documents and instruments as Licensor may reasonably request to perfect, evidence, or record the assignment contemplated by this Section.

3.6 Third-Party Components. The Licensed Products may incorporate or be distributed with third-party software components, including open-source software components, that are subject to separate license terms. Licensor shall identify such third-party components and their applicable license terms in Exhibit A or in a separate notice made available through the Licensed Products' administrative interface or documentation portal. Reseller shall comply, and shall ensure that its Authorized Sub-Distributors and End Users comply, with all such third-party license terms.

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 pricing terms set forth in this Section 4.1 and Exhibit A, the terms of this Section 4.1 shall control. For the avoidance of doubt, the Reseller discount is calculated on the List Price in effect at the time of order placement.

4.2 Minimum Annual Commitment. Reseller hereby commits to purchase Licensed Product subscriptions from Licensor in an aggregate amount at least equal to the following Minimum Annual Commitment schedule during the Initial Term, as further detailed in Exhibit F:

The MAC amounts set forth above represent the minimum aggregate amounts (calculated at the discounted Reseller purchase price, i.e., after application of the Reseller discount) that Reseller is obligated to purchase in each contract year. For purposes of this Section, "purchases" means the aggregate value of Licensed Product subscriptions ordered and invoiced during the applicable contract year. The MAC for Renewal Terms, if any, shall be mutually agreed by the Parties in writing no later than sixty (60) days prior to the commencement of such Renewal Term; in the absence of such agreement, the MAC for each Renewal Term shall be equal to the MAC for Year 5 ($6,900,000).

4.3 MAC Shortfall. If Reseller's actual aggregate purchases of Licensed Product subscriptions in any contract year during the Initial Term fall below the applicable MAC for such contract year, Reseller shall pay Licensor the difference between the applicable MAC and Reseller's actual purchases (the "Shortfall Payment") within days after the end of such contract year. The Shortfall Payment shall be calculated based on Licensor's records and confirmed by reference to the quarterly sales reports provided by Reseller pursuant to Section 2.5(e). The Shortfall Payment shall constitute a payment obligation independent of any other obligation under this Agreement and shall not be subject to set-off, counterclaim, or deduction of any kind.

4.4 Payment Terms. Reseller shall pay all invoiced amounts within forty-five (45) days of the date of the applicable invoice (Net 45). Licensor shall issue invoices to Reseller on a quarterly basis, in advance, based on the applicable MAC installment for the quarter, or based on actual orders placed, whichever is greater. All payments shall be made in United States Dollars (USD) by wire transfer of immediately available funds to Licensor's designated bank account:

Bank: Pinnacle National Bank, N.A. Address: 555 California Street, San Francisco, CA 94104 Account Name: Lumos Analytics Inc. Account Number: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] SWIFT/BIC Code: [To be provided under separate cover] Reference: 1008-00010 / Meridian

Licensor may designate an alternative account by providing Reseller with no fewer than fifteen (15) business days' prior written notice.

4.5 Currency; FX Risk. All amounts payable under this Agreement are denominated in, and shall be paid in, United States Dollars (USD). Reseller bears all foreign exchange risk associated with the conversion of any local currency to USD in connection with payments due hereunder. Licensor shall not be responsible for any losses, costs, or expenses incurred by Reseller as a result of currency fluctuations.

4.6 Late Payment. Any amounts due under this Agreement that are not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), calculated on a simple interest basis, from the applicable due date until paid in The imposition of late-payment interest shall be in addition to, and not in lieu of, any other remedies available to Licensor under this Agreement or at law or in equity. Without limiting the foregoing, if any payment remains outstanding for more than thirty (30) days past the due date, Licensor may, upon fifteen (15) days' written notice to Reseller, suspend Reseller's right to place new orders for Licensed Product subscriptions until all outstanding amounts (including accrued interest) are paid in full.

4.7 Escrow Holdback. Five percent (5%) of each quarterly by Reseller to Licensor shall be withheld by Reseller and deposited directly with the Escrow Agent (Evergreen Trust Company, N.A.) in accordance with the terms of the Escrow Agreement. By way of illustration, the quarterly MAC payment for Year 1 is One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) ($4,500,000 ÷ 4), resulting in a quarterly Holdback Amount of Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) ($1,125,000 × 5%). The Holdback Amount shall be held in an interest-bearing account by the Escrow Agent and shall be available to satisfy indemnification claims as set forth in Article 10 and the Escrow Agreement. Interest accrued on the Holdback Amount shall be allocated between the Parties in accordance with the terms of the Escrow Agreement.

4.8 Escrow Release. All unreleased escrow funds, including any accrued interest thereon, shall be released to Reseller after the expiration or earlier termination of this Agreement, net of: (a) any amounts applied to the satisfaction of indemnification claims under Article 10 during such period; and (b) the amount of any pending or unresolved indemnification claims as of the date of the proposed release, which amounts shall continue to be held in escrow until such claims are finally resolved. The procedures for release of escrow funds, including the dispute resolution process for contested claims, shall be as set forth in the Escrow Agreement.

4.9 Taxes. Each Party shall be responsible for its own income taxes, franchise taxes, and similar taxes imposed on its net income or capital. Reseller shall be responsible for and shall pay, or reimburse Licensor for, all sales, use, value-added, goods and services, withholding, stamp, transfer, turnover, and other similar taxes, duties, or governmental charges imposed on the transactions contemplated by this Agreement (other than taxes based on Licensor's net income or capital). If Reseller is required by Applicable Law to withhold or deduct any taxes from payments due to Licensor under this Agreement, such withheld amounts shall be deducted from the gross payment due and Reseller shall (i) remit such withheld amounts to the appropriate taxing authority in a timely manner, and (ii) provide Licensor with official tax receipts, withholding certificates, or other evidence of withholding reasonably satisfactory to Licensor within thirty (30) days of each such withholding. The Parties shall cooperate in good faith to minimize any applicable withholding taxes, including by providing any necessary tax forms, certificates, or documentation (such as IRS Forms W-8BEN-E or W-9) in a timely manner.

4.10 Audit Rights. Licensor shall have the right, upon not less than thirty (30) days' prior written notice and no more than once per twelve (12) month period, to audit Reseller's books, records, accounts, and documentation to verify Reseller's compliance with the MAC obligations, payment obligations, and other financial terms of this Agreement. Each audit shall be conducted by an independent certified public accountant or auditing firm reasonably acceptable to Reseller, at Licensor's expense (except as provided below), during Reseller's normal business hours and in a manner that minimizes disruption to Reseller's business operations. Reseller shall provide reasonable cooperation and access to its personnel, books, and records as necessary for the audit. If an audit reveals an underpayment by Reseller of five percent (5%) or more for any audited period, Reseller shall (a) promptly pay the amount of such underpayment, together with interest calculated in accordance with Section 4.6, and (b) reimburse Licensor for the reasonable costs and expenses of the audit. Licensor's audit rights under this Section shall survive for a period of two (2) years following the expiration or termination of this Agreement.

4.11 First Quarterly Payment. The first quarterly MAC payment under this Agreement shall be due on June 15, 2024, and shall cover the first quarter of Year 1 (April 1, 2024 through June 30, 2024). Subsequent quarterly payments shall be due on September 15, December 15, and March 15 of each contract year, or such other dates as the Parties may agree in writing.

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 Products, and is designed to comply with the requirements of the GDPR (Regulation (EU) 2016/679), the UK GDPR, and other applicable data protection and privacy laws. In the event of any conflict between the provisions of this Agreement and the provisions of the DPA with respect to data protection matters, the DPA shall control.

5.2 Standard Contractual Clauses. For any transfers of personal data from the European Economic Area and/or the United Kingdom to the United States in connection with the Licensed Products or this Agreement, the Parties hereby incorporate and agree to be bound by the Standard Contractual Clauses (Module Two — Controller-to-Processor) as set forth in Exhibit C. With respect to transfers of personal data from the United Kingdom, the Parties shall additionally execute and comply with the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office, as incorporated in Exhibit C. The Standard Contractual Clauses and the International Data Transfer Addendum shall be deemed completed with the information set forth in the Annexes to the DPA in Exhibit C.

5.3 Data Localization. Licensor shall store and process all personal data and customer data originating from End Users located in the EMEA Territory ("EMEA Customer Data") on cloud infrastructure physically located within the European Union. As of the Effective Date, Licensor's EU-based cloud infrastructure is hosted at the Frankfurt, Germany data center operated by Stratos Cloud Services AG (Bahnhofstrasse 42, 8001 Zürich, Switzerland). Licensor shall not transfer, store, or process EMEA Customer Data outside the European Economic Area except as expressly permitted by the Standard Contractual Clauses, the DPA, and applicable data protection laws. If Licensor proposes to change the location of its EU-based cloud infrastructure, Licensor shall provide Reseller with no less than ninety (90) days' prior written notice and shall ensure that any new data center location is within the European Union and provides a level of data protection equivalent to or greater than the Frankfurt facility.

5.4 Sub-Processors. Licensor shall maintain and make available to Reseller a current list of pre-approved Sub-Processors engaged by Licensor to process personal data in connection with the Licensed Products, as set forth in Annex III to the DPA. Licensor shall provide Reseller with no less than thirty (30) days' prior written notice of any intended changes to the list of Sub-Processors, including the addition or replacement of any Sub-Processor. Reseller may object to the appointment of a new or replacement Sub-Processor on reasonable grounds relating to data protection by providing written notice to Licensor within days of receiving Licensor's notice. If Reseller raises a reasonable objection, the Parties shall discuss the matter in good faith with a view to achieving a commercially reasonable resolution. If the Parties are unable to resolve the objection within thirty (30) days, Reseller may terminate the DPA with respect to the processing activities involving the objected-to Sub-Processor, without prejudice to the remainder of this Agreement.

5.5 Security Measures. Licensor shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of personal data in connection with the Licensed Products, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Such measures shall include, without limitation, encryption of personal data in transit and at rest, access controls, regular security testing and assessment, incident response procedures, and employee training, as further described in the DPA.

5.6 Data Breach Notification. Licensor shall notify Reseller of any personal data breach (as defined in Article 4(12) of the GDPR) without undue delay, and in any event within seventy-two (72) hours of becoming aware of such breach. Such notification shall include, to the extent then available: (a) a description of the nature of the breach, including the categories and approximate number of data subjects and personal data records concerned; (b) the likely consequences of the breach; (c) the measures taken or proposed to be taken to address the breach, including measures to mitigate its possible adverse effects; and (d) the name and contact details of Licensor's data protection officer or other contact point from whom further information may be obtained. Licensor shall cooperate with Reseller and take all reasonable steps to investigate, remediate, and mitigate the effects of any personal data breach, and shall provide Reseller with such information and assistance as Reseller may reasonably require to comply with its own notification obligations under the GDPR or other applicable data protection laws.

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 efforts to meet or exceed the service levels specified in the SLA.

6.2 Uptime Commitment. Licensor commits to maintaining platform availability of ninety-nine and ninety-five hundredths percent (99.95%) for the Licensed Products, measured on a monthly basis, calculated as the total number of minutes in the applicable calendar month minus the number of minutes of Downtime (as defined in Exhibit E), divided by the total number of minutes in the applicable calendar month. Scheduled maintenance windows, which shall be communicated in advance in accordance with Section 6.5, shall be excluded from the uptime calculation. Emergency maintenance required to address critical security vulnerabilities or system integrity issues shall also be excluded, provided that Licensor uses commercially reasonable efforts to minimize the duration and impact of such emergency maintenance. The specific methodology for measuring and reporting uptime is set forth in Exhibit E.

6.3 Service Credits. In the event that Licensor fails to meet the uptime commitment set forth in Section 6.2 in any calendar month, Reseller and its End Users shall be entitled to receive service credits in accordance with the service credit schedule set forth in Exhibit E. Service credits shall be the sole and exclusive remedy available to Reseller and its End Users for Licensor's failure to meet the uptime commitment, except in cases of Licensor's willful misconduct or gross negligence. Service credits shall be applied as a credit against future invoices and shall not be refundable in cash. Service credits may not be carried forward beyond twelve (12) months from the date of issuance.

6.4 Support. Licensor shall provide tiered technical support to Reseller in accordance with the support tiers, response times, escalation procedures, and communication channels set forth in Exhibit E. Reseller shall serve as the first level of support for End Users, handling initial inquiries, basic troubleshooting, and account-level issues. Reseller shall escalate to Licensor any issues that Reseller is unable to resolve at the first level, in accordance with the escalation procedures specified in Exhibit E. Licensor shall provide Reseller with access to a dedicated partner support portal, technical documentation, knowledge base, and training materials to enable Reseller to effectively provide first-level support. Licensor shall designate a named technical account manager for Reseller, who shall serve as Reseller's primary point of contact for support escalations and technical inquiries.

6.5 Scheduled Maintenance. Licensor shall provide Reseller with reasonable advance notice of scheduled maintenance windows, which notice shall be no less than seventy-two (72) hours for routine maintenance and no less than seven (7) calendar days for major maintenance events. Scheduled maintenance windows shall be scheduled during off-peak EMEA hours (between 01:00 and 05:00 Central European Time on weekends) to the extent commercially practicable. Licensor shall use commercially reasonable efforts to minimize the frequency, duration, and impact of scheduled maintenance on End Users.

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 power and authority to enter into, execute, deliver, and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby;

(c) the execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action, including, in the case of Reseller, any required approval by its Gesellschafterversammlung (shareholders' meeting) or Geschäftsführung (management);

(d) this Agreement, when duly executed and delivered by such Party, constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity; and

(e) the execution, delivery, and performance of this Agreement by such Party do not and will not (i) violate any Applicable Law to which such Party is subject, (ii) conflict with or result in a breach of any provision of such Party's organizational documents, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement, contract, or instrument to which such Party is a party or by which it is bound.

7.2 Licensor's Additional Representations and Warranties. Licensor represents and warrants to Reseller that:

(a) Licensor owns, or has obtained valid and enforceable licenses to, all intellectual property rights in and to the Licensed Products necessary for the grant of rights to Reseller hereunder, free and clear of any encumbrances, liens, or restrictions that would impair Reseller's exercise of its rights under this Agreement;

(b) the Licensed Products, as delivered by Licensor to Reseller and End Users in the ordinary course, do not, to the best of Licensor's knowledge after reasonable inquiry, infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party;

(c) Licensor maintains commercially reasonable administrative, technical, and physical security measures designed to protect the Licensed Products and EMEA Customer Data against unauthorized access, use, modification, disclosure, or destruction, consistent with industry standards for enterprise SaaS platforms;

(d) Licensor complies, and will continue to comply, with all applicable data protection and privacy laws in connection with its development, hosting, and provision of the Licensed Products, including without limitation the GDPR, the UK GDPR, and the California Consumer Privacy Act (CCPA); and

(e) the Licensed Products will perform materially in accordance with the applicable documentation made available by Licensor and the service levels set forth in the SLA during the Term.

7.3 Reseller's Additional Representations and Warranties. Reseller represents and warrants to Licensor that:

(a) Reseller has the experience, expertise, established customer relationships, infrastructure, and financial and human resources necessary to perform its obligations as an authorized reseller of the Licensed Products in the EMEA Territory;

(b) Reseller will comply with all Applicable Laws in the performance of its obligations under this Agreement, including without limitation all applicable export control laws and regulations, economic sanctions laws and regulations, anti-corruption and anti-bribery laws, anti-money laundering laws, data protection and privacy laws, and consumer protection laws;

(c) Reseller maintains, and will continue to maintain throughout the Term, the insurance coverage required under Article 11 of this Agreement;

(d) neither Reseller nor, to its knowledge, any of its directors, officers, employees, or agents has been convicted of, or pleaded guilty or no contest to, any offense involving bribery, corruption, fraud, money laundering, or any other financial crime, and no such proceedings are pending or, to Reseller's knowledge, threatened; and

(e) Reseller is not located in, organized under the laws of, or a national or resident of any Restricted Territory, and Reseller is not owned or controlled, directly or indirectly, by any Person that is located in, organized under the laws of, or a national or resident of any Restricted Territory or that is listed on any restricted party list maintained by OFAC, the U.S. Department of Commerce Bureau of Industry and Security, the European Union, or the United Kingdom.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 7.1, 7.2, AND 7.3, LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PRODUCTS, THE MARKS, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. RESELLER ACKNOWLEDGES THAT THE LICENSED PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT TO THE EXTENT OF THE EXPRESS WARRANTIES SET FORTH HEREIN.

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 disclose, publish, or otherwise disseminate the Disclosing Party's Confidential Information to any third party, except:

(a) to its employees, officers, directors, advisors (including outside legal counsel and accountants), and, in the case of Reseller, Authorized Sub-Distributors, in each case who have a legitimate need to know such Confidential Information in connection with this Agreement and who are bound by written confidentiality obligations no less protective than those set forth in this Article 8;

(b) with the prior written consent of the Disclosing Party; or

(c) to the extent required by Applicable Law, regulation, legal process, or governmental order, provided that the Receiving Party (i) provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted), (ii) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy to limit such disclosure, and (iii) discloses only that portion of the Confidential Information that is legally required to be disclosed.

8.2 Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature and sensitivity, but in no event less than a reasonable degree of care. The Receiving Party shall be responsible for any breach of this Article 8 by any of its employees, officers, directors, advisors, Authorized Sub-Distributors, or other persons to whom it has disclosed the Disclosing Party's Confidential Information in accordance with Section 8.1.

8.3 Exclusions. The obligations set forth in this Article 8 shall not apply to any information that the Receiving Party can demonstrate by competent evidence:

(a) is or becomes publicly available through no fault, act, or omission of the Receiving Party or any person to whom the Receiving Party has disclosed such information;

(b) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records, without any obligation of confidentiality;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's contemporaneous written records; or

(d) is rightfully received by the Receiving Party from a third party that is not under any obligation of confidentiality with respect to such information and that has the right to disclose such information without restriction.

8.4 Duration. The confidentiality obligations set forth in this Article 8 shall survive for a period of five (5) years after the expiration or termination of this Agreement, regardless of the reason for such expiration or termination; provided, however, that obligations with respect to Confidential Information that constitutes a trade secret under Applicable Law (including the Defend Trade Secrets Act of 2016 and the EU Trade Secrets Directive 2016/943) shall continue for so long as such information qualifies as a trade secret under Applicable Law.

8.5 Return of Materials. Upon the expiration or termination of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly (and in any event within thirty (30) days): (a) return to the Disclosing Party all tangible materials, documents, and media containing or embodying the Disclosing Party's Confidential Information; or (b) at the Disclosing Party's election, destroy all such materials and certify such destruction in writing signed by an authorized officer of the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information solely for legal and compliance purposes, subject to the continuing confidentiality obligations of this Article 8, and shall not be required to purge Confidential Information from its automated backup systems, provided that such backup copies are subject to the confidentiality obligations herein and are not actively accessed or used.

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, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Liability Cap. EXCEPT FOR (A) A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, (B) BREACHES OF ARTICLE 8 (CONFIDENTIALITY), AND (C) LICENSOR'S OBLIGATIONS UNDER SECTION 10.1(a) (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED FIFTEEN MILLION UNITED STATES DOLLARS ($15,000,000), WHICH AMOUNT IS EQUAL TO FIFTY PERCENT (50%) OF THE TOTAL CONTRACT VALUE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT, AND SHALL APPLY REGARDLESS OF THE NUMBER OF EVENTS, SUITS, OR ACTIONS GIVING RISE TO LIABILITY. FOR THE AVOIDANCE OF DOUBT, THE LIABILITIES CARVED OUT FROM THIS CAP UNDER CLAUSES (A), (B), AND (C) ABOVE SHALL BE UNCAPPED.

9.3 Basis of the Bargain. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 9 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, AND THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

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 damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising from or relating to:

(a) any Claim that the Licensed Products, as provided by Licensor to Reseller or End Users in the ordinary course, infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party (an "IP Infringement Claim"); provided that this indemnification obligation shall not apply to the extent that such infringement results from (i) modifications to the Licensed Products made by or on behalf of Reseller without Licensor's authorization, (ii) combination of the Licensed Products with products, services, or materials not provided or approved by Licensor, (iii) Reseller's use of the Licensed Products in a manner not contemplated by this Agreement or the applicable documentation, or (iv) Reseller's continued use of an allegedly infringing version of the Licensed Products after Licensor has provided a non-infringing update or replacement. Licensor's indemnification obligations under this Section 10.1(a) are uncapped;

(b) any Claim arising from Licensor's breach of applicable data protection and privacy laws (including the GDPR, the UK GDPR, and other applicable data protection laws), to the extent such breach is solely caused by Licensor's acts or omissions and not contributed to by Reseller's acts or omissions; and

(c) any Claim for death or bodily injury to the extent caused by Licensor's gross negligence or willful misconduct in connection with this Agreement.

10.2 Reseller's Indemnification Obligations. Reseller shall indemnify, defend, and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Licensor Indemnified Party") from and against any and all Claims and resulting Losses arising from or relating to:

(a) Reseller's marketing, promotion, advertising, sale, or distribution of the Licensed Products, including without limitation any Claims arising from Reseller's misrepresentation of the features, functionality, capabilities, or performance of the Licensed Products, or any unauthorized representations or warranties made by Reseller regarding the Licensed Products;

(b) Reseller's breach of this Agreement or violation of Applicable Law in connection with Reseller's performance of its obligations hereunder;

(c) any unauthorized modifications, customizations, adaptations, or derivative works of the Licensed Products made by or on behalf of Reseller or its Authorized Sub-Distributors; and

(d) Reseller's failure to comply with applicable export control laws, sanctions laws, or anti-corruption laws in connection with its activities under this Agreement.

10.3 Indemnification Cap. Each Party's aggregate indemnification liability under this Article 10 shall be subject to the aggregate liability cap set forth in Section 9.2 (Fifteen Million United States Dollars ($15,000,000)), except that the following categories of indemnification liability are expressly excluded from such cap and shall be uncapped: (i) liability arising from a Party's willful misconduct, gross negligence, or fraud; (ii) liability arising from breaches of Article 8 (Confidentiality); and (iii) Licensor's liability for IP Infringement Claims under Section 10.1(a

PRIVILEGED & CONFIDENTIAL — SUBJECT TO CONTRACT
CHANNEL RESELLER PROGRAM AGREEMENT
REVISED DRAFT —  
Prepared by:
Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, CA 90017
On behalf of: Lumos Analytics Inc.
Matter No.: 1008-00010
Circulated to: Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler / Laura Pfeiffer), Maximilianstraße 35, 80539 München, Germany.
This  
CHANNEL RESELLER PROGRAM AGREEMENT
This Channel Reseller Program Agreement (this "Agreement") is entered into as of April 1, 2024 (the "Effective Date," to be confirmed upon execution), by and between:
Lumos Analytics Inc., a Delaware C-Corporation, with its principal offices at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304 (hereinafter referred to as "Licensor" or "Lumos");
and
Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht München under HRB 274581, with its registered office at Leopoldstraße 78, 80802 München, Germany (hereinafter referred to as "Reseller" or "Meridian").
Licensor and Reseller are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Lumos is the developer and provider of the Lumos Prism™ AI-powered financial analytics and risk-modeling software-as-a-service ("SaaS") platform, a market-leading solution for enterprise financial analytics, portfolio risk modeling, scenario analysis, and regulatory reporting;
WHEREAS, Meridian is an established technology channel distributor operating across the Europe, Middle East, and Africa ("EMEA") region, serving as an authorized reseller for more than forty (40) enterprise software vendors, with annual consolidated revenues of approximately three hundred twelve million Euros (€312,000,000) for the fiscal year ended December 31, 2023;
WHEREAS, Lumos desires to expand the distribution of the Lumos Prism™ platform in the EMEA Territory (as defined below) through a non-exclusive channel reseller arrangement with Meridian, thereby leveraging Meridian's established customer relationships, sales infrastructure, and market expertise throughout the EMEA region;
WHEREAS, Meridian desires to be appointed as an authorized non-exclusive reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory, subject to the terms and conditions set forth herein, and to offer the Licensed Products to its existing and prospective customer base;
WHEREAS, the Parties desire to set forth the terms and conditions governing such reseller relationship, including the scope of the appointment, financial terms, intellectual property rights, data protection obligations, and other matters;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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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 this definition, "control" means the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities of an entity, or the right to receive fifty percent (50%) or more of the profits or earnings of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
1.2 "Aggregate Deal Value" or "Total Contract Value" or "TCV" means the total aggregate value of the Minimum Annual Commitments over the Initial Term, which is Thirty Million United States Dollars ($30,000,000).
1.3 "Annualized Contract Value" or "ACV" means the average annual value of the Total Contract Value over the Initial Term, which is Six Million United States Dollars ($6,000,000) per year (calculated as $30,000,000 divided by five (5) years).
1.4 "Applicable Law" means all applicable federal, state, local, and foreign statutes, laws, regulations, rules, codes, ordinances, orders, decrees, judgments, injunctions, and governmental requirements, including those of any regulatory authority having jurisdiction over the Parties or the subject matter of this Agreement, as the same may be enacted, promulgated, amended, or modified from time to time.
1.5 "Authorized Sub-Distributor" means a sub-distributor appointed by Reseller with the prior written consent of Licensor in accordance with Section 2.4, as further set forth in Exhibit B.
1.6 "Confidential Information" means any and all proprietary or confidential information or data, whether disclosed orally, in writing, electronically, or by any other means, by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including without limitation: (a) trade secrets, inventions, ideas, processes, formulas, algorithms, source code, object code, software, data, databases, know-how, improvements, discoveries, and developments; (b) information regarding plans for research, development, new products, marketing, selling, and business plans; (c) information regarding customers, suppliers, End Users, and prospective customers; (d) financial information, projections, budgets, and pricing; (e) information regarding the terms and conditions of this Agreement; and (f) information regarding employees, contractors, and consultants. Confidential Information shall not include information that: (i) is or becomes publicly available other than through the Receiving Party's breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records, without any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's contemporaneous written records; or (iv) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.
1.7 "Data Processing Agreement" or "DPA" means the data processing agreement attached hereto as Exhibit C, which governs the processing of personal data in connection with the Licensed Products and the Parties' respective obligations under the GDPR and UK GDPR.
1.8 "Effective Date" means April 1, 2024, as set forth in the preamble to this Agreement, to be confirmed upon execution by both Parties.
1.9 "EMEA Territory" or "Territory" means all countries within Europe (including, without limitation, all member states of the European Union, the European Economic Area, Switzerland,  and the United Kingdom of Great Britain and Northern Ireland), the Middle East (as defined in Exhibit B), and Africa (as defined in Exhibit B), as further specified and listed in Exhibit B. The Territory expressly excludes the Restricted Territories.
1.10 "End User" means any third party that purchases, subscribes to, or otherwise accesses the Licensed Products through Reseller or an Authorized Sub-Distributor for such third party's own internal business use and not for resale, sublicensing, or further distribution.
1.11 "End User Agreement" means the end-user license agreement, subscription agreement, or terms of service between Licensor and each End User, governing the End User's access to and use of the Licensed Products, as made available by Licensor and as may be updated from time to time.
1.12 "Escrow Agent" means Evergreen Trust Company, N.A., a national trust company organized under the laws of the United States, or such other escrow agent as the Parties may mutually agree upon in writing.
1.13 "Escrow Agreement" means the escrow agreement entered into concurrently herewith among Licensor, Reseller, and the Escrow Agent, governing the deposit, maintenance, and release of the Holdback Amount in connection with indemnification claims under this Agreement.
1.14 "Feedback" means any suggestions, enhancement requests, recommendations, corrections, comments, ideas for improvement, or other feedback provided by Reseller, its Authorized Sub-Distributors, or its End Users regarding the Licensed Products, including without limitation feedback relating to features, functionality, performance, usability, and documentation.
1.15 "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the General Data Protection Regulation), as amended, supplemented, or replaced from time to time, together with the United Kingdom General Data Protection Regulation (the "UK GDPR") as retained in United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.
1.16 "Holdback Amount" means an amount equal to five percent (5%) of each quarterly   by Reseller to Licensor, which shall be withheld by Reseller and deposited directly with the Escrow Agent in accordance with Section 4.7 and the Escrow Agreement.
1.17 "Initial Term" means the five (5) year period commencing on the Effective Date and expiring on March 31, 2029, unless earlier terminated in accordance with Article 12.
1.18 "Licensed Products" means the Lumos Prism™ AI-powered financial analytics and risk-modeling SaaS platform, including all updates, upgrades, patches, and new releases thereof made generally available by Licensor to its customers during the Term, as more particularly described in Exhibit A (Licensed Products & Pricing Schedule).
1.19 "List Price" means the published EMEA list prices for the Licensed Products, as set forth in Exhibit A and as updated from time to time by Licensor in accordance with this Agreement. Licensor shall provide Reseller with no less than sixty (60) days' prior written notice of any changes to the List Price.
1.20 "Marks" means the Lumos Prism™ name, logos, trademarks, service marks, trade names, trade dress, and other brand identifiers owned by Licensor and licensed to Reseller under this Agreement, as identified in and subject to the Brand Guidelines set forth in Exhibit D.
1.21 "Minimum Annual Commitment" or "MAC" means the minimum annual purchase commitment of Reseller for each contract year during the Initial Term, as set forth in Section 4.2 and further detailed in Exhibit F.
1.22 "Person" means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, governmental authority, or any other entity.
1.23 "Renewal Term" means each successive one (1) year period following the expiration of the Initial Term during which this Agreement remains in effect in accordance with Section 12.2.
1.24 "Reseller discount" means a discount of thirty percent (30%) off the applicable List Price, as further set forth in Section 4.1.
1.25 "Restricted Territories" means territories subject to comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, or the United Kingdom.  The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable  
1.26 "SLA" means the Service Level Agreement set forth in Exhibit E, which establishes the performance standards, uptime commitments, and service credit remedies for the Licensed Products.
1.27 "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as incorporated in the DPA (Module Two — Controller-to-Processor), and, with respect to transfers from the United Kingdom, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office.
1.28 "Sub-Processor" means any third-party processor engaged by Licensor to process personal data on behalf of data subjects in connection with the provision of the Licensed Products, as further described in the DPA and Annex III thereto.
1.29 "Term" means, collectively, the Initial Term and any Renewal Terms during which this Agreement remains in effect.
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 End Users located within the Territory, in accordance with and subject to the terms and conditions of this Agreement. The appointment is personal to Reseller and may not be delegated or transferred except to Authorized Sub-Distributors as expressly permitted under Section 2.4.
2.2 Non-Exclusivity. The appointment granted under Section 2.1 is expressly non-exclusive. Licensor retains the unrestricted right to:
(a) appoint additional resellers, distributors, agents, or other channel partners in the EMEA Territory at any time and from time to time, without notice to or consent from Reseller;
(b) sell, license, distribute, or otherwise make available the Licensed Products directly to End Users or other parties located in the EMEA Territory, whether through Licensor's own sales force, its website, or any other direct or indirect channel; and
(c) otherwise market, promote, advertise, and distribute the Licensed Products worldwide without restriction, including in the EMEA Territory, through any means or channel Licensor deems appropriate in its sole discretion.
Nothing in this Agreement shall be construed to limit Licensor's ability to compete with Reseller in the Territory or to grant Reseller any exclusive or preferential rights with respect to any segment, vertical, geography, or customer within the Territory.
2.3 Territory. The Territory for purposes of this Agreement is the EMEA Territory as defined in Section 1.9 and further specified in Exhibit B. Reseller shall not, directly or indirectly, market, sell, resell, distribute, solicit orders for, or otherwise make available the Licensed Products to any Person located outside the EMEA Territory. Reseller shall use commercially reasonable efforts to ensure that its Authorized Sub-Distributors comply with this territorial restriction. If Reseller becomes aware of any actual or potential distribution of the Licensed Products outside the Territory, Reseller shall promptly notify Licensor and cooperate with Licensor to address such unauthorized distribution.
2.4 Sub-Distribution Rights. Reseller may appoint sub-distributors to assist in the marketing and resale of the Licensed Products within the Territory, provided that each such appointment receives the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. As of the Effective Date, the following sub-distributors are pre-approved by Licensor and are hereby designated as Authorized Sub-Distributors:
(a) Meridian Data Solutions UK Ltd, a company incorporated in England and Wales, Companies House Registration No. 12847391, with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom (Director: Katarina Voss) — authorized to resell the Licensed Products in the United Kingdom and Ireland; and
(b) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France, SIREN No. 912 483 057, with its registered office at 27 Rue de la Boétie, 75008 Paris, France (Gérant: Jean-Philippe Moreau) — authorized to resell the Licensed Products in France, Belgium, Luxembourg, and French-speaking Switzerland.
Each Authorized Sub-Distributor must, prior to commencing any resale activities, execute a written sub-distribution agreement with Reseller that incorporates terms and conditions no less protective of Licensor than those contained in this Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data protection, anti-corruption, sanctions compliance, and export control. Reseller shall provide Licensor with a copy of each executed sub-distribution agreement within fifteen (15) business days of execution. Reseller shall remain fully responsible and liable for the acts and omissions of its Authorized Sub-Distributors as if such acts and omissions were those of Reseller.
2.5 Reseller's Obligations. Throughout the Term, Reseller shall:
(a) use commercially reasonable efforts to actively promote, market, and resell the Licensed Products throughout the Territory, with the objective of meeting or exceeding the Minimum Annual Commitment for each contract year;
(b) maintain a qualified and trained sales team of no fewer than eight (8) full-time equivalent sales personnel dedicated to the Licensed Products during Year 1, increasing to no fewer than twelve (12) full-time equivalent sales personnel by Year 3, each of whom shall complete Licensor's sales certification program within ninety (90) days of assignment;
(c) comply with all Applicable Laws in the performance of its obligations under this Agreement, including without limitation export control, sanctions, anti-corruption, anti-money laundering, data protection, consumer protection, and tax laws;
(d) refrain from making any representations, warranties, guarantees, or commitments regarding the Licensed Products that are not expressly authorized by Licensor in writing, including but not limited to representations regarding product functionality, performance, uptime, security, or roadmap;
(e) provide Licensor with quarterly sales reports within thirty (30) days after the end of each calendar quarter, detailing the number of End User subscriptions sold, the identity and location of each End User, the subscription tier, the contract value of each subscription, and such other information as Licensor may reasonably request;
(f) promptly escalate to Licensor any End User complaints, product defect reports, or security incidents that come to Reseller's attention;
(g) maintain accurate and complete records of all transactions under this Agreement for a period of no less than five (5) years; and
(h) participate in Licensor's annual partner review process and cooperate in good faith with Licensor's reasonable requests for information regarding Reseller's resale activities.
2.6 No Authority to Bind. Reseller is an independent contractor and is not the agent, legal representative, partner, franchisee, joint venturer, or employee of Licensor for any purpose. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, franchise, fiduciary, or employer-employee relationship between the Parties. Reseller has no authority to bind Licensor, to create any obligation on behalf of Licensor, or to make any representation or warranty on behalf of Licensor, except as expressly authorized in writing by Licensor. Reseller shall not hold itself out as having any such authority. All End User Agreements shall be entered into directly between Licensor and the applicable End User, and Reseller shall not be a party to any End User Agreement.
2.7 Resale Price Freedom. Reseller is free to independently determine and set its own resale prices to End Users for the Licensed Products, without restriction or interference from Licensor. To the extent Licensor provides Reseller with recommended resale prices or suggested retail prices, such prices are provided solely as non-binding recommendations and guidelines. Nothing in this Agreement shall be construed as an agreement or understanding between the Parties to fix, set, or maintain resale prices, and Reseller shall at all times retain full and independent discretion over its pricing decisions. The Parties acknowledge that this provision is intended to comply with applicable competition and antitrust laws, including Article 101 of the Treaty on the Functioning of the European Union and applicable national competition laws.
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 specifications of the Licensed Products. Licensor may update, modify, or enhance the Licensed Products from time to time in its sole discretion, provided that any such update, modification, or enhancement does not materially diminish the core functionality of the Licensed Products as described in Exhibit A without Reseller's prior written consent. Licensor shall notify Reseller of material updates, new product tiers, or changes to the Licensed Products on a reasonably prompt basis.
3.2 Trademark License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Reseller a limited, non-exclusive, non-transferable, royalty-free license to use the Marks solely in connection with Reseller's authorized marketing, promotion, and resale of the Licensed Products under this Agreement during the Term. Reseller may sublicense the right to use the Marks solely to Authorized Sub-Distributors, and only to the extent necessary for such Authorized Sub-Distributors to perform their authorized resale activities. All use of the Marks by Reseller and its Authorized Sub-Distributors must comply strictly with the Brand Guidelines set forth in Exhibit D. Reseller shall submit all marketing materials, advertisements, and promotional content bearing the Marks to Licensor for prior written approval, which approval shall not be unreasonably withheld or delayed. All goodwill arising from the use of the Marks by Reseller or its Authorized Sub-Distributors shall inure solely and exclusively to the benefit of Licensor. Reseller shall not register, or attempt to register, any of the Marks or any confusingly similar mark in any jurisdiction.
3.3 No Modification Rights. Reseller shall not, and shall ensure that its Authorized Sub-Distributors and End Users do not, modify, adapt, alter, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Licensed Products or any component thereof, except to the extent that such restriction is expressly prohibited by mandatory Applicable Law (including, without limitation, Directive 2009/24/EC on the legal protection of computer programs, to the extent applicable). Reseller shall not remove, obscure, or alter any proprietary notices, labels, or marks on or within the Licensed Products.
3.4 Ownership. As between the Parties, Licensor retains and shall retain all right, title, and interest in and to the Licensed Products, the Marks, and all associated intellectual property rights, including without limitation all patents, copyrights, trade secrets, trademarks, and other proprietary rights. No title to or ownership of the Licensed Products, the Marks, or any intellectual property rights therein is transferred to Reseller by virtue of this Agreement. Reseller acquires only the limited rights expressly granted under this Agreement and no other rights are implied or granted by estoppel, exhaustion, or otherwise.
3.5 Feedback License. Reseller acknowledges and agrees that any Feedback provided by Reseller, its Authorized Sub-Distributors, or its End Users regarding the Licensed Products shall become the sole and exclusive property of Licensor. Reseller hereby irrevocably assigns, and agrees to assign and cause its Authorized Sub-Distributors and End Users to assign, to Licensor all right, title, and interest in and to any Feedback, including all intellectual property rights therein, without any requirement of compensation, attribution, accounting, or further obligation of any kind. Licensor shall be free to use, reproduce, modify, incorporate, distribute, commercialize, and otherwise exploit any Feedback for any purpose whatsoever, without restriction and without obligation to Reseller or any third party. Reseller shall execute, and shall cause its Authorized Sub-Distributors and End Users to execute, such further documents and instruments as Licensor may reasonably request to perfect, evidence, or record the assignment contemplated by this Section.
3.6 Third-Party Components. The Licensed Products may incorporate or be distributed with third-party software components, including open-source software components, that are subject to separate license terms. Licensor shall identify such third-party components and their applicable license terms in Exhibit A or in a separate notice made available through the Licensed Products' administrative interface or documentation portal. Reseller shall comply, and shall ensure that its Authorized Sub-Distributors and End Users comply, with all such third-party license terms. 
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 pricing terms set forth in this Section 4.1 and Exhibit A, the terms of this Section 4.1 shall control. For the avoidance of doubt, the Reseller discount is calculated on the List Price in effect at the time of order placement.
4.2 Minimum Annual Commitment. Reseller hereby commits to purchase Licensed Product subscriptions from Licensor in an aggregate amount at least equal to the following Minimum Annual Commitment schedule during the Initial Term, as further detailed in Exhibit F:
The MAC amounts set forth above represent the minimum aggregate amounts (calculated at the discounted Reseller purchase price, i.e., after application of the Reseller discount) that Reseller is obligated to purchase in each contract year. For purposes of this Section, "purchases" means the aggregate value of Licensed Product subscriptions ordered and invoiced during the applicable contract year. The MAC for Renewal Terms, if any, shall be mutually agreed by the Parties in writing no later than sixty (60) days prior to the commencement of such Renewal Term; in the absence of such agreement, the MAC for each Renewal Term shall be equal to the MAC for Year 5 ($6,900,000).
4.3 MAC Shortfall. If Reseller's actual aggregate purchases of Licensed Product subscriptions in any contract year during the Initial Term fall below the applicable MAC for such contract year, Reseller shall pay Licensor the difference between the applicable MAC and Reseller's actual purchases (the "Shortfall Payment") within   days after the end of such contract year. The Shortfall Payment shall be calculated based on Licensor's records and confirmed by reference to the quarterly sales reports provided by Reseller pursuant to Section 2.5(e). The Shortfall Payment shall constitute a payment obligation independent of any other obligation under this Agreement and shall not be subject to set-off, counterclaim, or deduction of any kind.
4.4 Payment Terms. Reseller shall pay all invoiced amounts within forty-five (45) days of the date of the applicable invoice (Net 45). Licensor shall issue invoices to Reseller on a quarterly basis, in advance, based on the applicable MAC installment for the quarter, or based on actual orders placed, whichever is greater. All payments shall be made in United States Dollars (USD) by wire transfer of immediately available funds to Licensor's designated bank account:
Bank: Pinnacle National Bank, N.A. Address: 555 California Street, San Francisco, CA 94104 Account Name: Lumos Analytics Inc. Account Number: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] SWIFT/BIC Code: [To be provided under separate cover] Reference: 1008-00010 / Meridian
Licensor may designate an alternative account by providing Reseller with no fewer than fifteen (15) business days' prior written notice.
4.5 Currency; FX Risk. All amounts payable under this Agreement are denominated in, and shall be paid in, United States Dollars (USD). Reseller bears all foreign exchange risk associated with the conversion of any local currency to USD in connection with payments due hereunder. Licensor shall not be responsible for any losses, costs, or expenses incurred by Reseller as a result of currency fluctuations.
4.6 Late Payment. Any amounts due under this Agreement that are not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), calculated on a simple interest basis, from the applicable due date until paid in   The imposition of late-payment interest shall be in addition to, and not in lieu of, any other remedies available to Licensor under this Agreement or at law or in equity. Without limiting the foregoing, if any payment remains outstanding for more than thirty (30) days past the due date, Licensor may, upon fifteen (15) days' written notice to Reseller, suspend Reseller's right to place new orders for Licensed Product subscriptions until all outstanding amounts (including accrued interest) are paid in full.
4.7 Escrow Holdback. Five percent (5%) of each quarterly   by Reseller to Licensor shall be withheld by Reseller and deposited directly with the Escrow Agent (Evergreen Trust Company, N.A.) in accordance with the terms of the Escrow Agreement. By way of illustration, the quarterly MAC payment for Year 1 is One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) ($4,500,000 ÷ 4), resulting in a quarterly Holdback Amount of Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) ($1,125,000 × 5%). The Holdback Amount shall be held in an interest-bearing account by the Escrow Agent and shall be available to satisfy indemnification claims as set forth in Article 10 and the Escrow Agreement. Interest accrued on the Holdback Amount shall be allocated between the Parties in accordance with the terms of the Escrow Agreement.
4.8 Escrow Release. All unreleased escrow funds, including any accrued interest thereon, shall be released to Reseller   after the expiration or earlier termination of this Agreement, net of: (a) any amounts applied to the satisfaction of indemnification claims under Article 10 during such   period; and (b) the amount of any pending or unresolved indemnification claims as of the date of the proposed release, which amounts shall continue to be held in escrow until such claims are finally resolved.  The procedures for release of escrow funds, including the dispute resolution process for contested claims, shall be as set forth in the Escrow Agreement.
4.9 Taxes. Each Party shall be responsible for its own income taxes, franchise taxes, and similar taxes imposed on its net income or capital. Reseller shall be responsible for and shall pay, or reimburse Licensor for, all sales, use, value-added, goods and services, withholding, stamp, transfer, turnover, and other similar taxes, duties, or governmental charges imposed on the transactions contemplated by this Agreement (other than taxes based on Licensor's net income or capital). If Reseller is required by Applicable Law to withhold or deduct any taxes from payments due to Licensor under this Agreement, such withheld amounts shall be deducted from the gross payment due and Reseller shall (i) remit such withheld amounts to the appropriate taxing authority in a timely manner, and (ii) provide Licensor with official tax receipts, withholding certificates, or other evidence of withholding reasonably satisfactory to Licensor within thirty (30) days of each such withholding. The Parties shall cooperate in good faith to minimize any applicable withholding taxes, including by providing any necessary tax forms, certificates, or documentation (such as IRS Forms W-8BEN-E or W-9) in a timely manner.
4.10 Audit Rights. Licensor shall have the right, upon not less than thirty (30) days' prior written notice and no more than once per twelve (12) month period, to audit Reseller's books, records, accounts, and documentation to verify Reseller's compliance with the MAC obligations, payment obligations, and other financial terms of this Agreement. Each audit shall be conducted by an independent certified public accountant or auditing firm reasonably acceptable to Reseller, at Licensor's expense (except as provided below), during Reseller's normal business hours and in a manner that minimizes disruption to Reseller's business operations. Reseller shall provide reasonable cooperation and access to its personnel, books, and records as necessary for the audit. If an audit reveals an underpayment by Reseller of five percent (5%) or more for any audited period, Reseller shall (a) promptly pay the amount of such underpayment, together with interest calculated in accordance with Section 4.6, and (b) reimburse Licensor for the reasonable costs and expenses of the audit. Licensor's audit rights under this Section shall survive for a period of two (2) years following the expiration or termination of this Agreement.
4.11 First Quarterly Payment. The first quarterly MAC payment under this Agreement shall be due on June 15, 2024, and shall cover the first quarter of Year 1 (April 1, 2024 through June 30, 2024). Subsequent quarterly payments shall be due on September 15, December 15, and March 15 of each contract year, or such other dates as the Parties may agree in writing.
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 Products, and is designed to comply with the requirements of the GDPR (Regulation (EU) 2016/679), the UK GDPR, and other applicable data protection and privacy laws. In the event of any conflict between the provisions of this Agreement and the provisions of the DPA with respect to data protection matters, the DPA shall control.
5.2 Standard Contractual Clauses. For any transfers of personal data from the European Economic Area and/or the United Kingdom to the United States in connection with the Licensed Products or this Agreement, the Parties hereby incorporate and agree to be bound by the Standard Contractual Clauses (Module Two — Controller-to-Processor) as set forth in Exhibit C. With respect to transfers of personal data from the United Kingdom, the Parties shall additionally execute and comply with the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office, as incorporated in Exhibit C. The Standard Contractual Clauses and the International Data Transfer Addendum shall be deemed completed with the information set forth in the Annexes to the DPA in Exhibit C.
5.3 Data Localization. Licensor shall store and process all personal data and customer data originating from End Users located in the EMEA Territory ("EMEA Customer Data") on cloud infrastructure physically located within the European Union. As of the Effective Date, Licensor's EU-based cloud infrastructure is hosted at the Frankfurt, Germany data center operated by Stratos Cloud Services AG (Bahnhofstrasse 42, 8001 Zürich, Switzerland). Licensor shall not transfer, store, or process EMEA Customer Data outside the European Economic Area except as expressly permitted by the Standard Contractual Clauses, the DPA, and applicable data protection laws. If Licensor proposes to change the location of its EU-based cloud infrastructure, Licensor shall provide Reseller with no less than ninety (90) days' prior written notice and shall ensure that any new data center location is within the European Union and provides a level of data protection equivalent to or greater than the Frankfurt facility.   
5.4 Sub-Processors. Licensor shall maintain and make available to Reseller a current list of pre-approved Sub-Processors engaged by Licensor to process personal data in connection with the Licensed Products, as set forth in Annex III to the DPA. Licensor shall provide Reseller with no less than thirty (30) days' prior written notice of any intended changes to the list of Sub-Processors, including the addition or replacement of any Sub-Processor. Reseller may object to the appointment of a new or replacement Sub-Processor on reasonable grounds relating to data protection by providing written notice to Licensor within   days of receiving Licensor's notice. If Reseller raises a reasonable objection, the Parties shall discuss the matter in good faith with a view to achieving a commercially reasonable resolution. If the Parties are unable to resolve the objection within thirty (30) days, Reseller may terminate the DPA with respect to the processing activities involving the objected-to Sub-Processor, without prejudice to the remainder of this Agreement.
5.5 Security Measures. Licensor shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of personal data in connection with the Licensed Products, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Such measures shall include, without limitation, encryption of personal data in transit and at rest, access controls, regular security testing and assessment, incident response procedures, and employee training, as further described in the DPA.
5.6 Data Breach Notification. Licensor shall notify Reseller of any personal data breach (as defined in Article 4(12) of the GDPR) without undue delay, and in any event within seventy-two (72) hours of becoming aware of such breach. Such notification shall include, to the extent then available: (a) a description of the nature  of the breach, including the categories and approximate number of data subjects and personal data records concerned; (b) the likely consequences of the breach; (c) the measures taken or proposed to be taken to address the breach, including measures to mitigate its possible adverse effects; and (d) the name and contact details of Licensor's data protection officer or other contact point from whom further information may be obtained. Licensor shall cooperate with Reseller and take all reasonable steps to investigate, remediate, and mitigate the effects of any personal data breach, and shall provide Reseller with such information and assistance as Reseller may reasonably require to comply with its own notification obligations under the GDPR or other applicable data protection laws.
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 efforts to meet or exceed the service levels specified in the SLA.
6.2 Uptime Commitment. Licensor commits to maintaining platform availability of ninety-nine and ninety-five hundredths percent (99.95%) for the Licensed Products, measured on a monthly basis, calculated as the total number of minutes in the applicable calendar month minus the number of minutes of Downtime (as defined in Exhibit E), divided by the total number of minutes in the applicable calendar month. Scheduled maintenance windows, which shall be communicated in advance in accordance with Section 6.5, shall be excluded from the uptime calculation. Emergency maintenance required to address critical security vulnerabilities or system integrity issues shall also be excluded, provided that Licensor uses commercially reasonable efforts to minimize the duration and impact of such emergency maintenance. The specific methodology for measuring and reporting uptime is set forth in Exhibit E.
6.3 Service Credits. In the event that Licensor fails to meet the uptime commitment set forth in Section 6.2 in any calendar month, Reseller and its End Users shall be entitled to receive service credits in accordance with the service credit schedule set forth in Exhibit E.  Service credits shall be the sole and exclusive remedy available to Reseller and its End Users for Licensor's failure to meet the uptime commitment, except in cases of Licensor's willful misconduct or gross negligence. Service credits shall be applied as a credit against future invoices and shall not be refundable in cash. Service credits may not be carried forward beyond twelve (12) months from the date of issuance.
6.4 Support. Licensor shall provide tiered technical support to Reseller in accordance with the support tiers, response times, escalation procedures, and communication channels set forth in Exhibit E. Reseller shall serve as the first level of support for End Users, handling initial inquiries, basic troubleshooting, and account-level issues. Reseller shall escalate to Licensor any issues that Reseller is unable to resolve at the first level, in accordance with the escalation procedures specified in Exhibit E. Licensor shall provide Reseller with access to a dedicated partner support portal, technical documentation, knowledge base, and training materials to enable Reseller to effectively provide first-level support. Licensor shall designate a named technical account manager for Reseller, who shall serve as Reseller's primary point of contact for support escalations and technical inquiries. 
6.5 Scheduled Maintenance. Licensor shall provide Reseller with reasonable advance notice of scheduled maintenance windows, which notice shall be no less than seventy-two (72) hours for routine maintenance and no less than seven (7) calendar days for major maintenance events. Scheduled maintenance windows shall be scheduled during off-peak EMEA hours (between 01:00 and 05:00 Central European Time on weekends) to the extent commercially practicable. Licensor shall use commercially reasonable efforts to minimize the frequency, duration, and impact of scheduled maintenance on End Users.
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 power and authority to enter into, execute, deliver, and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby;
(c) the execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action, including, in the case of Reseller, any required approval by its Gesellschafterversammlung (shareholders' meeting) or Geschäftsführung (management);
(d) this Agreement, when duly executed and delivered by such Party, constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity; and
(e) the execution, delivery, and performance of this Agreement by such Party do not and will not (i) violate any Applicable Law to which such Party is subject, (ii) conflict with or result in a breach of any provision of such Party's organizational documents, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement, contract, or instrument to which such Party is a party or by which it is bound.
7.2 Licensor's Additional Representations and Warranties. Licensor represents and warrants to Reseller that:
(a) Licensor owns, or has obtained valid and enforceable licenses to, all intellectual property rights in and to the Licensed Products necessary for the grant of rights to Reseller hereunder, free and clear of any encumbrances, liens, or restrictions that would impair Reseller's exercise of its rights under this Agreement;
(b) the Licensed Products, as delivered by Licensor to Reseller and End Users in the ordinary course, do not, to the best of Licensor's knowledge after reasonable inquiry, infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party;
(c) Licensor maintains commercially reasonable administrative, technical, and physical security measures designed to protect the Licensed Products and EMEA Customer Data against unauthorized access, use, modification, disclosure, or destruction, consistent with industry standards for enterprise SaaS platforms;
(d) Licensor complies, and will continue to comply, with all applicable data protection and privacy laws in connection with its development, hosting, and provision of the Licensed Products, including without limitation the GDPR, the UK GDPR, and the California Consumer Privacy Act (CCPA); and
(e) the Licensed Products will perform materially in accordance with the applicable documentation made available by Licensor and the service levels set forth in the SLA during the Term.
7.3 Reseller's Additional Representations and Warranties. Reseller represents and warrants to Licensor that:
(a) Reseller has the experience, expertise, established customer relationships, infrastructure, and financial and human resources necessary to perform its obligations as an authorized reseller of the Licensed Products in the EMEA Territory;
(b) Reseller will comply with all Applicable Laws in the performance of its obligations under this Agreement, including without limitation all applicable export control laws and regulations, economic sanctions laws and regulations, anti-corruption and anti-bribery laws, anti-money laundering laws, data protection and privacy laws, and consumer protection laws;
(c) Reseller maintains, and will continue to maintain throughout the Term, the insurance coverage required under Article 11 of this Agreement;
(d) neither Reseller nor, to its knowledge, any of its directors, officers, employees, or agents has been convicted of, or pleaded guilty or no contest to, any offense involving bribery, corruption, fraud, money laundering, or any other financial crime, and no such proceedings are pending or, to Reseller's knowledge, threatened; and
(e) Reseller is not located in, organized under the laws of, or a national or resident of any Restricted Territory, and Reseller is not owned or controlled, directly or indirectly, by any Person that is located in, organized under the laws of, or a national or resident of any Restricted Territory or that is listed on any restricted party list maintained by OFAC, the U.S. Department of Commerce Bureau of Industry and Security, the European Union, or the United Kingdom.
7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 7.1, 7.2, AND 7.3, LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PRODUCTS, THE MARKS, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. RESELLER ACKNOWLEDGES THAT THE LICENSED PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT TO THE EXTENT OF THE EXPRESS WARRANTIES SET FORTH HEREIN.
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 disclose, publish, or otherwise disseminate the Disclosing Party's Confidential Information to any third party, except:
(a) to its employees, officers, directors, advisors (including outside legal counsel and accountants),  and, in the case of Reseller, Authorized Sub-Distributors, in each case who have a legitimate need to know such Confidential Information in connection with this Agreement and who are bound by written confidentiality obligations no less protective than those set forth in this Article 8;
(b) with the prior written consent of the Disclosing Party; or
(c) to the extent required by Applicable Law, regulation, legal process, or governmental order, provided that the Receiving Party (i) provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted), (ii) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy to limit such disclosure, and (iii) discloses only that portion of the Confidential Information that is legally required to be disclosed.
8.2 Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature and sensitivity, but in no event less than a reasonable degree of care. The Receiving Party shall be responsible for any breach of this Article 8 by any of its employees, officers, directors, advisors,  Authorized Sub-Distributors, or other persons to whom it has disclosed the Disclosing Party's Confidential Information in accordance with Section 8.1.
8.3 Exclusions. The obligations set forth in this Article 8 shall not apply to any information that the Receiving Party can demonstrate by competent evidence:
(a) is or becomes publicly available through no fault, act, or omission of the Receiving Party or any person to whom the Receiving Party has disclosed such information;
(b) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records, without any obligation of confidentiality;
(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's contemporaneous written records; or
(d) is rightfully received by the Receiving Party from a third party that is not under any obligation of confidentiality with respect to such information and that has the right to disclose such information without restriction.
8.4 Duration. The confidentiality obligations set forth in this Article 8 shall survive for a period of five (5) years after the expiration or termination of this Agreement, regardless of the reason for such expiration or termination; provided, however, that obligations with respect to Confidential Information that constitutes a trade secret under Applicable Law (including the Defend Trade Secrets Act of 2016 and the EU Trade Secrets Directive 2016/943) shall continue for so long as such information qualifies as a trade secret under Applicable Law.
8.5 Return of Materials. Upon the expiration or termination of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly (and in any event within thirty (30) days): (a) return to the Disclosing Party all tangible materials, documents, and media containing or embodying the Disclosing Party's Confidential Information; or (b) at the Disclosing Party's election, destroy all such materials and certify such destruction in writing signed by an authorized officer of the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information solely for legal and compliance purposes, subject to the continuing confidentiality obligations of this Article 8, and shall not be required to purge Confidential Information from its automated backup systems, provided that such backup copies are subject to the confidentiality obligations herein and are not actively accessed or used.
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, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Liability Cap. EXCEPT FOR (A) A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, (B) BREACHES OF ARTICLE 8 (CONFIDENTIALITY), AND (C) LICENSOR'S OBLIGATIONS UNDER SECTION 10.1(a) (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED FIFTEEN MILLION UNITED STATES DOLLARS ($15,000,000), WHICH AMOUNT IS EQUAL TO FIFTY PERCENT (50%) OF THE TOTAL CONTRACT VALUE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT, AND SHALL APPLY REGARDLESS OF THE NUMBER OF EVENTS, SUITS, OR ACTIONS GIVING RISE TO LIABILITY. FOR THE AVOIDANCE OF DOUBT, THE LIABILITIES CARVED OUT FROM THIS CAP UNDER CLAUSES (A), (B), AND (C) ABOVE SHALL BE UNCAPPED.
9.3 Basis of the Bargain. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 9 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, AND THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
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 damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising from or relating to:
(a) any Claim that the Licensed Products, as provided by Licensor to Reseller or End Users in the ordinary course, infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party (an "IP Infringement Claim"); provided that this indemnification obligation shall not apply to the extent that such infringement results from (i) modifications to the Licensed Products made by or on behalf of Reseller without Licensor's authorization, (ii) combination of the Licensed Products with products, services, or materials not provided or approved by Licensor, (iii) Reseller's use of the Licensed Products in a manner not contemplated by this Agreement or the applicable documentation, or (iv) Reseller's continued use of an allegedly infringing version of the Licensed Products after Licensor has provided a non-infringing update or replacement. Licensor's indemnification obligations under this Section 10.1(a) are uncapped;
(b) any Claim arising from Licensor's breach of applicable data protection and privacy laws (including the GDPR, the UK GDPR, and other applicable data protection laws), to the extent such breach is solely caused by Licensor's acts or omissions and not contributed to by Reseller's acts or omissions; and
(c) any Claim for death or bodily injury to the extent caused by Licensor's gross negligence or willful misconduct in connection with this Agreement.
10.2 Reseller's Indemnification Obligations. Reseller shall indemnify, defend, and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Licensor Indemnified Party") from and against any and all Claims and resulting Losses arising from or relating to:
(a) Reseller's marketing, promotion, advertising, sale, or distribution of the Licensed Products, including without limitation any Claims arising from Reseller's misrepresentation of the features, functionality, capabilities, or performance of the Licensed Products, or any unauthorized representations or warranties made by Reseller regarding the Licensed Products;
(b) Reseller's breach of this Agreement or violation of Applicable Law in connection with Reseller's performance of its obligations hereunder;
(c) any unauthorized modifications, customizations, adaptations, or derivative works of the Licensed Products made by or on behalf of Reseller or its Authorized Sub-Distributors; and
(d) Reseller's failure to comply with applicable export control laws, sanctions laws, or anti-corruption laws in connection with its activities under this Agreement.
10.3 Indemnification Cap. Each Party's aggregate indemnification liability under this Article 10 shall be subject to the aggregate liability cap set forth in Section 9.2 (Fifteen Million United States Dollars ($15,000,000)), except that the following categories of indemnification liability are expressly excluded from such cap and shall be uncapped: (i) liability arising from a Party's willful misconduct, gross negligence, or fraud; (ii) liability arising from breaches of Article 8 (Confidentiality); and (iii) Licensor's liability for IP Infringement Claims under Section 10.1(a

PRIVILEGED & CONFIDENTIAL — SUBJECT TO CONTRACT

CHANNEL RESELLER PROGRAM AGREEMENT

CHANNEL RESELLER PROGRAM AGREEMENT

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