EXHIBIT B
EMEA TERRITORY & SUB-DISTRIBUTOR AUTHORIZATION
Exhibit B to the Channel Reseller Program Agreement (the "Agreement") dated March 22, 2024
This Exhibit B (this "Exhibit") is attached to and forms an integral part of the Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement"), by and between:
Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304 (the "Licensor" or "Lumos"),
and
Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany, with its registered office at Leopoldstraße 78, 80802 München, Germany (the "Reseller" or "Meridian").
Capitalized terms used but not otherwise defined in this Exhibit B shall have the meanings ascribed to them in the Agreement. In the event of a conflict between the provisions of this Exhibit B and the body of the Agreement, the provisions of the Agreement shall control unless this Exhibit B expressly states otherwise with respect to a specific provision.
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Section 1: Definitions Specific to This Exhibit
For purposes of this Exhibit B, the following defined terms shall have the meanings set forth below:
"EMEA Territory" means the geographic territory defined in Section 2 of this Exhibit B, encompassing designated countries and regions within Europe, the Middle East, and Africa, subject to the exclusions and restrictions set forth in Section 2.2.
"Sub-Distributor" means any legal entity authorized by Meridian, with Lumos's prior written consent (or as pre-approved pursuant to Section 4 of this Exhibit B), to market, promote, solicit orders for, and resell subscriptions to the Licensed Products within a designated portion of the EMEA Territory. For the avoidance of doubt, the term "Sub-Distributor" does not include sales agents, referral partners, or other intermediaries who do not take title to, or directly resell, the Licensed Products.
"Pre-Approved Sub-Distributor" means a Sub-Distributor listed in Section 4 of this Exhibit B that has been reviewed and pre-approved by Lumos as of the Effective Date (April 1, 2024), and whose authorization to resell Licensed Products within the applicable sub-distribution territory is hereby confirmed without the need for the additional consent process described in Section 5.
"Sub-Distribution Agreement" means the written agreement entered into between Meridian and a Sub-Distributor that governs such Sub-Distributor's resale activities within its designated sub-distribution territory, which agreement must comply with the requirements set forth in Section 5 and Section 6 of this Exhibit B, including all mandatory flow-down provisions.
"Licensed Products" has the meaning given to such term in Exhibit A to the Agreement and, as of the Effective Date, refers to Lumos Prism™, Lumos's AI-powered financial analytics and risk-modeling software-as-a-service (SaaS) platform, together with all updates, patches, upgrades, and new modules made generally available by Lumos during the Term, as more fully described in Exhibit A.
"Excluded Territory" or "Excluded Territories" means those territories, regions, or countries excluded from the EMEA Territory pursuant to Section 2.2 of this Exhibit B.
Section 2: EMEA Territory Definition
2.1 Scope of Territory
The EMEA Territory encompasses all countries, sovereign states, and internationally recognized territories within the following three geographic regions:
(a) Europe. All countries located on or substantially associated with the European continent, including but not limited to:
(i) All current member states of the European Union (as constituted on the Effective Date): Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden;
(ii) All member states of the European Free Trade Association ("EFTA"): Switzerland, Norway, Iceland, and Liechtenstein;
(iii) The United Kingdom of Great Britain and Northern Ireland;
(iv) All other European nations, including but not limited to Albania, Andorra, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Georgia, Kosovo, Moldova, Monaco, Montenegro, North Macedonia, Russia, San Marino, Serbia, Turkey, Ukraine, and Vatican City — in each case subject to the exclusions and restrictions set forth in Section 2.2 below; and
(v) All overseas territories, dependencies, and crown dependencies of European nations that are geographically located within or politically associated with Europe (e.g., the Faroe Islands, Gibraltar, the Isle of Man, the Channel Islands, and Svalbard).
For the avoidance of doubt, the inclusion of any country or territory within this Section 2.1(a) is subject to, and limited by, the exclusions and restrictions set forth in Section 2.2. Meridian acknowledges that certain countries listed above may be subject to partial sanctions or restrictions, and Meridian shall consult the Excluded Territories list and applicable sanctions guidance prior to conducting any resale activities in any such country.
(b) Middle East. All countries generally recognized as being located in the Middle East region, including but not limited to: Bahrain, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, the Palestinian Territories, Qatar, Saudi Arabia, the United Arab Emirates, and Yemen — in each case subject to the exclusions and restrictions set forth in Section 2.2 below.
(c) Africa. All countries located on the African continent, including all fifty-four (54) sovereign states recognized by the African Union, and all associated island nations and territories (including but not limited to Cabo Verde, Comoros, Madagascar, Mauritius, São Tomé and Príncipe, and the Seychelles).
A comprehensive alphabetical listing of all countries and territories comprising the EMEA Territory is set forth in Annex B-1 to this Exhibit B. In the event of any discrepancy between the list in Annex B-1 and the definitions set forth in this Section 2.1, the definitions in this Section 2.1 shall control.
2.2 Excluded and Restricted Territories
Notwithstanding the broad geographic scope of the EMEA Territory as defined in Section 2.1, the EMEA Territory expressly excludes any territory, region, or country that is subject to comprehensive sanctions, trade embargoes, or other comprehensive trade restrictions under applicable law, including without limitation sanctions programs administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Nations Security Council, or the government of the United Kingdom. As of the Effective Date, the Excluded Territories include, without limitation:
(a) Cuba;
(b) Iran (the Islamic Republic of Iran);
(c) North Korea (the Democratic People's Republic of Korea);
(d) Syria (the Syrian Arab Republic); and
(e) The Crimea region, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic (collectively, the occupied regions of Ukraine subject to comprehensive territorial sanctions imposed by the United States, the European Union, and/or the United Kingdom).
Meridian shall not, directly or through any Sub-Distributor, agent, representative, or other intermediary, resell, distribute, sublicense, market, promote, or otherwise make available the Licensed Products in, to, or for the benefit of any person, entity, or end user located in or controlled by persons located in any Excluded Territory. Any attempt to do so shall constitute a material breach of the Agreement.
The list of Excluded Territories shall be updated automatically to reflect any changes in the applicable comprehensive sanctions programs described above. Without limiting the generality of the foregoing, if any new territory, region, or country becomes subject to comprehensive sanctions imposed by OFAC, the European Union, or the United Kingdom at any time during the Term, such territory, region, or country shall immediately and without further action be deemed an Excluded Territory for purposes of this Exhibit B. Conversely, if comprehensive sanctions are lifted with respect to any territory previously designated as an Excluded Territory, such territory may be removed from the Excluded Territories list upon mutual written agreement of the parties, subject to completion of any due diligence that Lumos may reasonably require.
Lumos shall use commercially reasonable efforts to communicate any amendment to the Excluded Territories list to Meridian in writing within a commercially reasonable period following the publication of the relevant governmental action, executive order, regulation, or statutory instrument giving rise to such amendment. Notwithstanding the foregoing, Meridian acknowledges and agrees that it bears independent responsibility for monitoring applicable sanctions programs and ensuring that its resale activities, and those of its Sub-Distributors, comply at all times with all applicable export control and sanctions laws. Lumos's failure to provide timely notice of a change to the Excluded Territories list shall not relieve Meridian of its obligation to comply with applicable law or constitute a waiver of any of Lumos's rights or remedies under the Agreement.
2.3 Non-Exclusivity
The appointment of Meridian as a Reseller for the EMEA Territory pursuant to the Agreement and this Exhibit B is non-exclusive. Meridian's authorization to resell Licensed Products within the EMEA Territory does not confer upon Meridian any exclusive rights, territorial protections, or guarantees of exclusivity, whether express or implied.
Lumos expressly retains the unrestricted and unfettered right, exercisable at any time during the Term, to:
(a) Appoint one or more additional resellers, distributors, channel partners, value-added resellers, systems integrators, or other intermediaries to market and resell the Licensed Products in the EMEA Territory, or in any portion thereof, on such terms and conditions as Lumos deems appropriate in its sole discretion;
(b) Sell, license, distribute, or otherwise make available the Licensed Products directly to end users, customers, or prospects located within the EMEA Territory, including through Lumos's own direct sales organization, its website (lumos-analytics.com or any successor domain), or through any other direct-to-customer channel, without any obligation to compensate Meridian, credit Meridian, or route such sales through Meridian or any Sub-Distributor;
(c) Modify, expand, or contract the boundaries of the EMEA Territory as defined in this Exhibit B, provided that any such modification shall require the mutual written agreement of the parties by formal amendment to this Exhibit B; and
(d) Enter into strategic alliances, joint ventures, or partnership arrangements with third parties that may involve the distribution or resale of the Licensed Products in the EMEA Territory, without any obligation to offer Meridian a right of first refusal, right of first offer, or similar preferential right.
Meridian acknowledges and agrees that the non-exclusive nature of its appointment is a fundamental and material term of the Agreement, and that Meridian's decision to enter into the Agreement was made with full knowledge and acceptance of such non-exclusivity. Meridian shall have no claim against Lumos for damages, lost profits, or any other relief arising from Lumos's exercise of any of the rights reserved in this Section 2.3.
Resale Pricing and Competition Law. Consistent with applicable competition law, including without limitation Article 101 of the Treaty on the Functioning of the European Union ("TFEU"), the Vertical Block Exemption Regulation (EU) 2022/720, the UK Competition Act 1998, and the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, GWB), Meridian is and shall remain free to determine and set its own resale prices and terms for the Licensed Products when selling to end users within the EMEA Territory. Nothing in the Agreement or this Exhibit B shall be construed as an agreement, arrangement, or concerted practice to fix, maintain, or impose minimum resale prices. Lumos may, from time to time, provide Meridian with recommended resale prices, suggested retail prices, or pricing guidance for the Licensed Products; any such recommendations are strictly non-binding and Meridian is under no obligation to adhere to them. Meridian is free to discount, increase, or otherwise modify its resale prices in its sole discretion.
Section 3: Reseller's Rights and Obligations Within the EMEA Territory
3.1 Authorized Activities
Subject to the terms and conditions of the Agreement and this Exhibit B, Meridian is authorized to engage in the following activities within the EMEA Territory during the Term:
(a) Marketing and Promotion. Market and promote the Licensed Products (Lumos Prism™) to prospective end users, including through digital marketing campaigns, trade show participation, webinars, industry events, and direct outreach, in each case in compliance with the trademark usage guidelines set forth in Exhibit D (Trademark License & Brand Guidelines) and all applicable advertising and marketing laws;
(b) Order Solicitation. Actively solicit orders and subscriptions for the Licensed Products from prospective end users located within the EMEA Territory, utilizing Lumos-approved sales materials, product demonstrations, and marketing collateral;
(c) Resale of Subscriptions. Resell subscriptions to the Licensed Products on the terms and at the pricing tiers described in Exhibit A (Licensed Products & Pricing), subject to Meridian's compliance with the Minimum Annual Commitment schedule set forth in Exhibit F; and
(d) Customer Relationship Management. Serve as the primary commercial point of contact for end users within the EMEA Territory, coordinate with Lumos's customer success team for technical onboarding and support, and provide first-tier commercial support as further described in the Agreement.
All resale activities must be conducted in full compliance with the Agreement, including without limitation the trademark usage guidelines in Exhibit D, the pricing and discount terms in Exhibit A, the data processing obligations in Exhibit C (Data Processing Agreement), the Minimum Annual Commitment schedule in Exhibit F, and all applicable laws, regulations, and industry standards of the jurisdictions in which Meridian operates.
3.2 Territorial Limitations
Meridian shall not actively market, promote, or solicit sales of the Licensed Products to prospective customers located outside the EMEA Territory without Lumos's prior written consent. For the avoidance of doubt, "active" marketing and solicitation includes, without limitation, targeted advertising directed at specific geographic markets outside the EMEA Territory, attendance at trade shows or industry events outside the EMEA Territory for the primary purpose of promoting the Licensed Products, and direct outreach (whether by telephone, email, or other means) to identified prospects located outside the EMEA Territory.
Notwithstanding the foregoing restriction on active sales, Meridian may fulfill unsolicited orders or inquiries from customers located outside the EMEA Territory ("passive sales"), provided that:
(a) Such passive sales are permitted under the Agreement and do not infringe upon the territorial rights of any other reseller or distributor appointed by Lumos;
(b) Such passive sales comply with all applicable laws, including export control and sanctions laws, and the customer is not located in an Excluded Territory or on any applicable restricted party list; and
(c) Meridian promptly notifies Lumos of any passive sale to a customer outside the EMEA Territory, including the identity and location of the customer and the value of the subscription sold.
Nothing in this Section 3.2 shall be construed as restricting passive sales in a manner inconsistent with applicable EU or UK competition law, including the Vertical Block Exemption Regulation (EU) 2022/720.
3.3 Sub-Distribution
Meridian may appoint Sub-Distributors to resell the Licensed Products within designated portions of the EMEA Territory only with Lumos's prior written consent, except for the Pre-Approved Sub-Distributors listed in Section 4 of this Exhibit B, whose appointments are hereby consented to by Lumos as of the Effective Date without the need for any further approval.
The process for requesting Lumos's consent to appoint additional Sub-Distributors, and the conditions that must be satisfied before any such consent becomes effective, are set forth in Section 5 of this Exhibit B. Meridian shall not permit any Sub-Distributor to further delegate or sub-appoint any third party to resell the Licensed Products without Lumos's express prior written consent, and no Sub-Distributor shall be authorized to appoint sub-sub-distributors or otherwise layer the distribution chain.
Section 4: Pre-Approved Sub-Distributors
As of the Effective Date, Lumos has completed its review and due diligence with respect to the following entities and hereby grants its consent to the appointment of each as a Sub-Distributor on the terms set forth below. Each Pre-Approved Sub-Distributor's authorization is subject to the continuing obligations set forth in this Exhibit B and the Agreement, including without limitation the flow-down requirements of Section 6 and the revocation provisions of Section 8.
4.1 Meridian Data Solutions UK Ltd
Full Legal Name: Meridian Data Solutions UK Ltd
Entity Type: Private limited company, incorporated under the laws of England and Wales pursuant to the Companies Act 2006
Companies House Registration Number: 12847391
Registered Office Address: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom
Director(s): Katarina Voss (sole director as of the Effective Date)
Authorized Sub-Distribution Territory: The United Kingdom of Great Britain and Northern Ireland (comprising England, Scotland, Wales, and Northern Ireland) and the Republic of Ireland (collectively, the "UK & Ireland Territory")
Effective Date of Approval: April 1, 2024
Relationship to Meridian: Meridian Data Solutions UK Ltd is a wholly-owned subsidiary of Meridian Data Solutions GmbH. As of the Effective Date, Meridian Data Solutions GmbH holds one hundred percent (100%) of the issued share capital of Meridian Data Solutions UK Ltd.
Consent Reference: Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd, executed by Lumos on March 22, 2024, a copy of which is on file with Lumos's legal department.
Additional Notes: Meridian Data Solutions UK Ltd has been operational in the UK market since July 2022 and maintains an established presence in the financial technology distribution channel. Its principal commercial operations are conducted from its London offices at the registered address listed above.
4.2 Meridian Data Solutions SARL
Full Legal Name: Meridian Data Solutions SARL
Entity Type: Société à responsabilité limitée (SARL), organized and existing under the laws of the French Republic
SIREN Number: 912 483 057
Registered Office Address: 27 Rue de la Boétie, 75008 Paris, France
Gérant (Managing Director): Jean-Philippe Moreau
Authorized Sub-Distribution Territory: France (including all metropolitan departments and overseas territories), the Kingdom of Belgium, the Grand Duchy of Luxembourg, and the French-speaking cantons of Switzerland (cantons of Geneva, Vaud, Neuchâtel, Jura, and the French-speaking portions of the cantons of Bern, Fribourg, and Valais) (collectively, the "Francophone Territory")
Effective Date of Approval: April 1, 2024
Relationship to Meridian: Meridian Data Solutions SARL is an Affiliate of Meridian Data Solutions GmbH within the meaning of the Agreement. As of the Effective Date, Meridian Data Solutions GmbH holds sixty-five percent (65%) of the outstanding share capital (parts sociales) of Meridian Data Solutions SARL, with the remaining thirty-five percent (35%) held by Jean-Philippe Moreau and other individual investors.
Consent Reference: Sub-Distributor Consent Letter — Meridian Data Solutions SARL, executed by Lumos on March 22, 2024, a copy of which is on file with Lumos's legal department.
Additional Notes: Meridian Data Solutions SARL has been active in the French, Belgian, and Luxembourg enterprise software distribution markets since September 2021 and maintains commercial relationships with financial institutions, insurance companies, and asset management firms across the Francophone Territory.
4.3 Overlap and Coordination
Where the UK & Ireland Territory or the Francophone Territory overlaps with Meridian's own direct resale activities in the EMEA Territory (including, without limitation, sales conducted by Meridian's employees, independent contractors, or other representatives operating from Meridian's Munich headquarters or any other Meridian office), Meridian shall be solely responsible for internally coordinating sales efforts among itself and its Pre-Approved Sub-Distributors to:
(a) Avoid customer confusion, duplicative solicitation, or conflicting representations regarding the Licensed Products, pricing, or service levels;
(b) Ensure a consistent and professional customer experience in accordance with Lumos's brand standards and guidelines as set forth in Exhibit D;
(c) Prevent the double-counting or double-reporting of subscriptions or revenue for purposes of the Minimum Annual Commitment schedule in Exhibit F and the quarterly reporting obligations under Section 9 of this Exhibit B; and
(d) Resolve any internal channel conflicts promptly and in a manner that does not adversely affect end-user relationships or Lumos's brand reputation.
Meridian remains primarily liable to Lumos for all obligations under the Agreement, including all financial commitments, compliance obligations, and performance standards, regardless of whether any particular resale activity is conducted directly by Meridian or through a Pre-Approved Sub-Distributor. Lumos shall not be required to adjudicate, mediate, or otherwise resolve any disputes between Meridian and its Sub-Distributors, and Meridian shall hold Lumos harmless from any claims, losses, or expenses arising from such internal channel disputes.
Section 5: Conditions for Appointment of Additional Sub-Distributors
5.1 Prior Written Consent Requirement
Other than the Pre-Approved Sub-Distributors identified in Section 4 of this Exhibit B, Meridian shall not appoint, authorize, or permit any entity to act as a Sub-Distributor for the Licensed Products within the EMEA Territory (or any portion thereof) without first obtaining Lumos's prior written consent. Such consent may be granted or withheld in Lumos's sole discretion; provided, however, that Lumos agrees to exercise such discretion in good faith and not to unreasonably withhold its consent where the proposed Sub-Distributor satisfies all of the requirements set forth in this Section 5 and Meridian has submitted a complete request package in accordance with Section 5.2. For the avoidance of doubt, Lumos's decision to withhold consent shall be deemed reasonable if, among other things, Lumos reasonably determines that the proposed Sub-Distributor (i) lacks sufficient experience, financial stability, or infrastructure to resell the Licensed Products effectively, (ii) presents an unacceptable reputational, legal, or compliance risk, (iii) would create an undue proliferation of distribution channels in the relevant sub-territory, or (iv) is a competitor of Lumos or is affiliated with a competitor of Lumos.
5.2 Request Process
Meridian shall submit a written request to Lumos for each proposed additional Sub-Distributor. Each request shall be submitted in writing to Lumos's Vice President of Channel Partnerships (or such other designee as Lumos may specify in writing from time to time) and shall include, at a minimum, the following information and supporting documentation:
(a) The full legal name, legal entity type (e.g., corporation, limited liability company, partnership), jurisdiction of incorporation or organization, and registered office address of the proposed Sub-Distributor;
(b) The proposed Sub-Distributor's commercial registration number, trade register number, or equivalent organizational identification number as assigned by the relevant governmental authority in its jurisdiction of incorporation (e.g., Companies House number, Handelsregisternummer, SIREN/SIRET number, or equivalent);
(c) The names, titles, and professional backgrounds of the proposed Sub-Distributor's officers, managing directors, or equivalent senior executives, together with brief biographical information sufficient for Lumos to conduct reasonable due diligence;
(d) A detailed description of the proposed sub-distribution territory, which must be located entirely within the EMEA Territory and entirely outside any Excluded Territory, including a list of countries and, where applicable, sub-national regions covered by the proposed authorization;
(e) A summary of the proposed Sub-Distributor's relevant experience, capabilities, and qualifications, including its existing vendor relationships, channel distribution infrastructure, customer base, and track record in the enterprise software, SaaS, financial technology, or related industries within the proposed sub-distribution territory;
(f) Evidence that the proposed Sub-Distributor maintains, or will maintain upon appointment, insurance coverage meeting or exceeding the following minimum requirements as set forth in Section 11 of the Agreement:
(i) Commercial general liability insurance with a per-occurrence limit of not less than five million euros (€5,000,000);
(ii) Professional indemnity (errors and omissions) insurance with a per-occurrence limit of not less than ten million euros (€10,000,000); and
(iii) Cyber liability insurance with a per-occurrence limit of not less than five million euros (€5,000,000);
(g) A written certification by an authorized officer of the proposed Sub-Distributor confirming that the proposed Sub-Distributor and its owners, directors, officers, and employees:
(i) Are not listed on any restricted party, denied persons, or specially designated nationals list maintained by OFAC, the U.S. Bureau of Industry and Security, the European Union, the United Nations Security Council, or the government of the United Kingdom;
(ii) Are not organized in, headquartered in, or controlled by persons located in any Excluded Territory; and
(iii) Have not, during the preceding five (5) years, been the subject of any enforcement action, conviction, or settlement relating to sanctions violations, export control violations, corruption, bribery, money laundering, or fraud;
(h) Either (i) a complete draft of the proposed Sub-Distribution Agreement to be entered into between Meridian and the proposed Sub-Distributor, demonstrating compliance with all flow-down requirements of Section 6 of this Exhibit B, or (ii) written confirmation that Meridian will use the form of Sub-Distribution Agreement previously approved by Lumos (as most recently amended or updated), together with a redline showing any proposed modifications to such form.
Lumos reserves the right to require additional information or documentation beyond the items listed above as part of its evaluation of a proposed Sub-Distributor, including but not limited to audited financial statements, credit references, customer references, background check reports, and anti-money laundering (AML) compliance documentation.
5.3 Lumos Review Period
Upon receipt of a complete Sub-Distributor request containing all of the information and documentation required under Section 5.2, Lumos shall use commercially reasonable efforts to review the request and provide Meridian with a written response (granting, denying, or conditionally granting consent) within thirty (30) calendar days of Lumos's receipt of the complete request.
If Lumos determines that the request is incomplete or requires supplemental information or documentation, Lumos shall notify Meridian in writing of the specific deficiencies or additional materials needed. Upon Lumos's receipt of the requested supplemental materials, the review period shall be extended by an additional fifteen (15) calendar days from the date of Lumos's receipt of such supplemental materials. Lumos may exercise this right to request additional information no more than two (2) times per Sub-Distributor request.
Deemed Consent. Failure by Lumos to respond to a complete Sub-Distributor request within the applicable review period shall not constitute deemed consent, implied consent, or consent by acquiescence. No Sub-Distributor appointment shall be effective until Lumos has provided its affirmative written consent, which may be delivered by email from an authorized Lumos representative to an authorized Meridian representative, or in such other form as the parties may agree.
5.4 Conditions of Consent
Any consent granted by Lumos for the appointment of an additional Sub-Distributor shall be subject to the satisfaction of each of the following conditions (unless any such condition is expressly waived in writing by an authorized officer of Lumos):
(a) Sub-Distribution Agreement. Meridian shall have executed (or shall execute concurrently with Lumos's grant of consent) a Sub-Distribution Agreement with the approved Sub-Distributor that includes, at a minimum, all of the flow-down terms specified in Section 6 of this Exhibit B. A fully executed copy of such Sub-Distribution Agreement shall be provided to Lumos in accordance with Section 6.3;
(b) Written Acknowledgment. The approved Sub-Distributor shall have provided its written acknowledgment of, and agreement to comply with, (i) Lumos's brand guidelines as set forth in Exhibit D (Trademark License & Brand Guidelines), (ii) the data protection requirements set forth in Exhibit C (Data Processing Agreement), including all applicable provisions of the GDPR and UK GDPR, and (iii) all export control and sanctions obligations applicable to the resale of the Licensed Products, as set forth in Section 8 of the Agreement and Section 2.2 of this Exhibit B;
(c) Onboarding and Certification. The approved Sub-Distributor shall have completed Lumos's standard partner onboarding and certification program, which includes technical training on the Licensed Products, sales methodology training, and compliance training on data protection, sanctions, and anti-corruption requirements. Lumos shall make such onboarding and certification program available to the approved Sub-Distributor within a reasonable timeframe following the grant of consent; and
(d) Revocation Right. Lumos shall retain the right to revoke its consent to any Sub-Distributor upon thirty (30) days' written notice to Meridian if (i) the Sub-Distributor materially breaches any flow-down term or other obligation applicable to its resale activities and fails to cure such breach within the cure period specified in Section 8.1, or (ii) circumstances arise subsequent to the grant of consent that, had they existed at the time of the original request, would have caused Lumos to withhold its consent, including but not limited to a sanctions designation, a change of control, material litigation, insolvency, or a significant deterioration in the Sub-Distributor's financial condition or compliance posture.
Section 6: Required Flow-Down Terms for Sub-Distribution Agreements
6.1 Mandatory Provisions
Each Sub-Distribution Agreement entered into between Meridian and a Sub-Distributor (whether a Pre-Approved Sub-Distributor or an additional Sub-Distributor approved pursuant to Section 5) must contain provisions that are at least as protective of Lumos's interests, rights, and intellectual property as the corresponding provisions in the Agreement. Without limiting the generality of the foregoing, each Sub-Distribution Agreement must include, at a minimum, the following provisions:
(a) intellectual Property. The Sub-Distributor shall not modify, alter, adapt, reverse-engineer, decompile, disassemble, or create derivative works of the Licensed Products (Lumos Prism™) or any component thereof. The Sub-Distribution Agreement shall include clear and unambiguous provisions confirming that all right, title, and interest in and to the Licensed Products, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights embodied therein, remain the sole and exclusive property of Lumos Analytics Inc. and its licensors. The Sub-Distribution Agreement shall include a feedback license provision consistent with the feedback license in the Agreement, granting Lumos a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate any feedback, suggestions, or improvement ideas provided by the Sub-Distributor or its end users.
(b) Trademark Usage. The Sub-Distributor shall comply with all requirements of Exhibit D (Trademark License & Brand Guidelines) with respect to its use of the Lumos Prism™ name, logo, trademarks, and authorized marketing materials. The Sub-Distribution Agreement shall grant the Sub-Distributor a limited, non-exclusive, non-transferable, non-sublicensable license to use the Lumos Prism™ name and approved logo solely in connection with its authorized resale activities within its designated sub-distribution territory, subject to Lumos's right to review and approve all marketing materials and other brand-related uses in advance.
(c) Data Protection. The Sub-Distribution Agreement shall incorporate obligations consistent with and no less protective than those set forth in Exhibit C (Data Processing Agreement), including full compliance with Regulation (EU) 2016/679 (the General Data Protection Regulation, "GDPR") and the UK General Data Protection Regulation ("UK GDPR"), as applicable. Where the Sub-Distributor's resale activities involve or may involve cross-border transfers of personal data from the European Economic Area, the United Kingdom, or Switzerland to any jurisdiction not recognized as providing an adequate level of data protection, the Sub-Distribution Agreement shall incorporate the European Commission's Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (Controller-to-Processor), or such successor mechanism as may be adopted by the European Commission or the UK Information Commissioner's Office. The Sub-Distribution Agreement shall further require that all personal data processed in connection with the Licensed Products be hosted and stored at the Stratos Cloud Services AG data center located in Frankfurt am Main, Germany, or at such other data center as Lumos may designate in writing from time to time, and shall prohibit the Sub-Distributor from transferring or storing such data at any other location without Lumos's prior written consent.
(d) Export Control & Sanctions. The Sub-Distribution Agreement shall require the Sub-Distributor to comply fully with all applicable export control and sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774), the EU Dual-Use Regulation (Regulation (EU) 2021/821), OFAC sanctions programs (including all regulations codified at 31 C.F.R. Parts 500–599), EU sanctions regulations, and UK sanctions regulations (including the Sanctions and Anti-Money Laundering Act 2018 and all statutory instruments issued thereunder). The Sub-Distribution Agreement shall expressly prohibit the Sub-Distributor from reselling, distributing, or otherwise making available the Licensed Products in, to, or for the benefit of any person or entity located in any Excluded Territory, and shall require the Sub-Distributor to screen all end users against applicable restricted party lists prior to completing any sale.
(e) Anti-Corruption. The Sub-Distribution Agreement shall require the Sub-Distributor to comply with all applicable anti-corruption and anti-bribery laws, including without limitation the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) ("FCPA"), the UK Bribery Act 2010, and all applicable local anti-corruption laws and regulations in the Sub-Distributor's jurisdiction of organization and each jurisdiction in which the Sub-Distributor conducts resale activities. The Sub-Distribution Agreement shall prohibit the Sub-Distributor from making, offering, or authorizing any payment, gift, or other thing of value to any government official, political party, or candidate for political office for the purpose of obtaining or retaining business or securing an improper advantage in connection with the resale of the Licensed Products.
(f) Confidentiality. The Sub-Distribution Agreement shall include confidentiality obligations that are no less restrictive than the confidentiality provisions set forth in the Agreement, including restrictions on the disclosure, use, and reproduction of Lumos's confidential information, trade secrets, proprietary technology, customer data, pricing information, and business strategies. The Sub-Distributor's confidentiality obligations shall survive the termination or expiration of the Sub-Distribution Agreement for a period of not less than five (5) years, or indefinitely with respect to trade secrets.
(g) Indemnification. The Sub-Distribution Agreement shall require the Sub-Distributor to indemnify, defend, and hold harmless Lumos Analytics Inc. (as a third-party beneficiary under the Sub-Distribution Agreement, as specified in Section 6.2) and its officers, directors, employees, agents, successors, and assigns against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising from or related to (i) the Sub-Distributor's marketing, promotion, or resale of the Licensed Products, (ii) any misrepresentation by the Sub-Distributor regarding the Licensed Products, (iii) any unauthorized modification, customization, or enhancement of the Licensed Products, (iv) the Sub-Distributor's failure to comply with export control laws, sanctions laws, or anti-corruption laws, or (v) any other breach by the Sub-Distributor of its obligations under the Sub-Distribution Agreement or applicable law.
(h) Resale Pricing. The Sub-Distribution Agreement shall not contain any provision that would constitute resale price maintenance or otherwise restrict the Sub-Distributor's freedom to determine its own resale prices. The Sub-Distributor shall be free to set its own resale prices, discounts, and commercial terms for the Licensed Products when selling to end users, consistent with applicable competition law, including Article 101 TFEU, the Vertical Block Exemption Regulation (EU) 2022/720, the UK Competition Act 1998, and all applicable national competition laws. Lumos's recommended resale prices, if any, shall be communicated to the Sub-Distributor on a non-binding basis only.
(i) Audit Rights. The Sub-Distribution Agreement shall grant Lumos Analytics Inc. (as a third-party beneficiary) the right, upon not less than thirty (30) calendar days' prior written notice, to audit or cause its authorized representatives (including independent third-party auditors) to audit the Sub-Distributor's books, records, systems, and facilities for the purpose of verifying the Sub-Distributor's compliance with the flow-down terms set forth in this Section 6 and all applicable provisions of the Agreement. Such audits shall be conducted during normal business hours, no more than once per calendar year (unless a prior audit reveals a material discrepancy or breach, in which case follow-up audits may be conducted as reasonably necessary), and Lumos shall bear the costs of such audits unless the audit reveals a material deficiency, in which case the Sub-Distributor shall bear the reasonable costs thereof.
(j) Termination. The Sub-Distribution Agreement shall provide that it terminates automatically, without the need for any further action or notice, upon the termination or expiration of the Agreement for any reason. The Sub-Distribution Agreement shall further provide that, following such automatic termination, the Sub-Distributor shall immediately cease all marketing, promotion, and resale of the Licensed Products, subject to any post-termination wind-down rights for existing end-user subscriptions as may be approved by Lumos in writing (in any event not to exceed twelve (12) months from the date of termination). All provisions of the Sub-Distribution Agreement relating to confidentiality, data protection, intellectual property ownership, indemnification, and audit rights shall survive the termination or expiration of the Sub-Distribution Agreement.
6.2 Lumos as Third-Party Beneficiary
Each Sub-Distribution Agreement shall expressly designate Lumos Analytics Inc. as an intended third-party beneficiary of the Sub-Distribution Agreement, with full standing and authority to enforce the flow-down provisions specified in Section 6.1 directly against the Sub-Distributor, without the need for Meridian's joinder or consent to such enforcement. The third-party beneficiary designation shall be irrevocable during the term of the Sub-Distribution Agreement and shall survive its termination or expiration to the extent necessary to enforce the surviving provisions described in Section 6.1(j) above. The Sub-Distribution Agreement shall include a clear and conspicuous provision substantially in the following form:
"Lumos Analytics Inc., a Delaware corporation with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304, is an intended third-party beneficiary of this Sub-Distribution Agreement and shall have the right to enforce the provisions of Sections [applicable sections] directly against [Sub-Distributor name], without the need for the joinder or consent of [Meridian entity name]."
6.3 Copies to Lumos
Meridian shall provide Lumos with a fully executed copy of each Sub-Distribution Agreement, together with all exhibits, schedules, and annexes thereto, within ten (10) business days of the execution of such Sub-Distribution Agreement. Meridian shall similarly provide Lumos with copies of any amendments, modifications, supplements, or restatements of any Sub-Distribution Agreement within ten (10) business days of their execution. Copies may be provided in electronic format (PDF) to Lumos's designated legal representative at the email address specified in the notice provisions of the Agreement, or by such other means as Lumos may designate in writing from time to time.
Section 7: Meridian's Continuing Liability
7.1 Primary Liability
Meridian shall remain primarily and fully liable to Lumos for the complete and timely performance of all obligations arising under or in connection with the Agreement, including without limitation all financial obligations (including the Minimum Annual Commitments as set forth in Exhibit F, all payment obligations, and all escrow holdback amounts), all compliance obligations, all reporting obligations, all data protection obligations, and all intellectual property and brand-related obligations, regardless of whether any portion of Meridian's resale activities within the EMEA Territory is delegated to, or performed by, a Sub-Distributor (whether Pre-Approved or otherwise approved pursuant to Section 5). The appointment, authorization, or utilization of one or more Sub-Distributors shall not relieve Meridian of any of its obligations under the Agreement or this Exhibit B, and shall not create any privity of contract between Lumos and any Sub-Distributor except to the extent expressly provided in the third-party beneficiary provisions of Section 6.2.
7.2 Acts and Omissions of Sub-Distributors
For all purposes of the Agreement and this Exhibit B, all acts, omissions, errors, defaults, breaches, representations, warranties, and failures of each Sub-Distributor in connection with the marketing, promotion, and resale of the Licensed Products, and in connection with the Sub-Distributor's compliance (or failure to comply) with the flow-down terms and applicable provisions of the Agreement, shall be deemed the acts and omissions of Meridian and shall be treated for all purposes as if they had been committed by Meridian directly. Meridian shall be responsible for monitoring, supervising, and ensuring that each Sub-Distributor complies with all flow-down terms, all applicable provisions of the Agreement, and all applicable laws and regulations. Meridian's liability for the acts and omissions of its Sub-Distributors is strict, joint, and several, and shall not be conditioned upon Lumos first seeking recourse against the relevant Sub-Distributor.
7.3 Indemnification
Meridian's indemnification obligations under Section 14 of the Agreement (Indemnification) extend to and encompass all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation and arbitration) arising from the acts, omissions, defaults, misrepresentations, or breaches of any Sub-Distributor, whether Pre-Approved or otherwise authorized. All such claims shall be subject to the indemnification cap and procedures set forth in Section 14 of the Agreement, as summarized below:
(a) Aggregate Cap. Meridian's aggregate liability under the indemnification provisions of the Agreement (inclusive of claims arising from Sub-Distributor conduct) shall not exceed fifteen million United States dollars (US $15,000,000) in the aggregate during the Term.
(b) Carve-Outs. The following categories of claims are expressly excluded from and not subject to the aggregate cap and shall be uncapped:
(i) Claims arising from willful misconduct or gross negligence;
(ii) Claims arising from fraud or fraudulent misrepresentation;
(iii) Claims arising from breaches of confidentiality obligations; and
(iv) Claims arising from infringement, misappropriation, or violation of Lumos's intellectual property rights.
(c) Procedures. All indemnification claims shall be subject to the notice, cooperation, and defense procedures set forth in Section 14 of the Agreement, including the requirement that the indemnifying party be given prompt written notice of any claim and the opportunity to assume the defense thereof.
Section 8: Revocation and Termination of Sub-Distributor Authorizations
8.1 Revocation by Lumos
Lumos may revoke its consent to any Sub-Distributor (including any Pre-Approved Sub-Distributor listed in Section 4) upon thirty (30) days' prior written notice to Meridian if any of the following circumstances exist or arise:
(a) Material Breach. The Sub-Distributor materially breaches any flow-down term, obligation, or requirement applicable to its resale activities under its Sub-Distribution Agreement or any applicable provision of the Agreement, and fails to cure such breach within thirty (30) days of the Sub-Distributor's receipt of written notice from Meridian or Lumos specifying the nature of the breach in reasonable detail;
(b) Sanctions or Export Control. The Sub-Distributor, or any of its owners, officers, directors, or controlling persons, becomes listed on any restricted party list maintained by OFAC, the European Union, the United Nations Security Council, or the United Kingdom, or becomes subject to any comprehensive or sectoral sanctions, export control restrictions, or trade embargoes that would render the Sub-Distributor's continued resale activities unlawful or impracticable;
(c) Change of Control. The Sub-Distributor undergoes a change of control (whether by merger, acquisition, reorganization, sale of substantially all assets, change of majority ownership, or otherwise) that, in Lumos's reasonable judgment, would be detrimental to Lumos's interests, brand, reputation, or competitive position, or that would result in the Sub-Distributor being controlled by or affiliated with a competitor of Lumos; or
(d) Cause Under the Agreement. Circumstances arise with respect to the Sub-Distributor that would constitute grounds for termination of the Agreement for cause under the Agreement, including without limitation insolvency, bankruptcy, appointment of a receiver, assignment for the benefit of creditors, or cessation of business operations.
Lumos's exercise of its revocation rights under this Section 8.1 shall be without prejudice to any other rights or remedies available to Lumos under the Agreement, at law, or in equity, including the right to seek damages or injunctive relief.
8.2 Termination by Meridian
Meridian may terminate any Sub-Distribution Agreement (including a Sub-Distribution Agreement with a Pre-Approved Sub-Distributor) in its discretion, at any time and for any reason or no reason, in accordance with the termination provisions of the applicable Sub-Distribution Agreement. Upon any such termination, Meridian shall notify Lumos in writing within five (5) business days of the effective date of such termination, providing the name of the terminated Sub-Distributor, the effective date of termination, and a brief description of the reasons for termination (if any). Meridian's failure to provide timely notice shall not affect the validity of the termination but may constitute a breach of Meridian's reporting obligations under the Agreement.
8.3 Effect of Revocation or Termination
Upon the revocation of Lumos's consent to a Sub-Distributor pursuant to Section 8.1, or upon the termination of a Sub-Distribution Agreement by Meridian pursuant to Section 8.2, the following consequences shall apply:
(a) The affected Sub-Distributor shall immediately cease all marketing, promotion, solicitation, and resale of the Licensed Products, and shall remove all Lumos trademarks, logos, and marketing materials from its website, premises, and marketing channels;
(b) Notwithstanding the foregoing, the affected Sub-Distributor may, subject to Lumos's prior written approval (which may be granted or withheld in Lumos's sole discretion), continue to fulfill existing end-user subscriptions that were validly entered into prior to the effective date of revocation or termination, for a wind-down period not to exceed twelve (12) months from the effective date of revocation or termination. During any such wind-down period, the Sub-Distributor and Meridian shall remain subject to all applicable flow-down terms, compliance obligations, and payment obligations under the Agreement;
(c) The Sub-Distributor shall return or destroy all confidential information of Lumos in its possession or control, in accordance with the confidentiality provisions of the Agreement, and shall provide written certification of such return or destruction to both Meridian and Lumos; and
(d) All obligations of confidentiality, data protection, intellectual property ownership, indemnification, and audit rights shall survive the revocation or termination of the Sub-Distributor's authorization, as specified in the applicable Sub-Distribution Agreement and Section 6.1(j) of this Exhibit B.
Section 9: Reporting Obligations
9.1 Sub-Distributor Activity Reports
Meridian shall provide Lumos with comprehensive quarterly reports detailing the resale activity of each Sub-Distributor during the preceding calendar quarter. Each quarterly report shall include, at a minimum, the following information:
(a) Subscription Volume and Value. The total number and aggregate value (in euros) of Licensed Product subscriptions sold by each Sub-Distributor during the reporting period, broken down by subscription tier, contract duration, and new versus renewal subscriptions;
(b) Territory and Customer Information. The geographic distribution of subscriptions sold (by country and, where reasonably practicable, by city or region), together with such customer identification and contact information as may be shared in compliance with applicable data protection laws, including the GDPR and UK GDPR. Where data protection laws prohibit the disclosure of personally identifiable end-user information, Meridian shall provide anonymized or aggregated data sufficient for Lumos to assess market penetration and sales trends within the EMEA Territory; and
(c) Compliance Matters. A summary of any material compliance issues, incidents, customer complaints, data breaches, sanctions screening findings, or other matters that have arisen during the reporting period in connection with any Sub-Distributor's resale activities, together with a description of the corrective actions taken or planned.
Quarterly reports shall be submitted to Lumos within thirty (30) calendar days following the end of each calendar quarter (i.e., by April 30, July 31, October 31, and January 31, respectively). Reports shall be submitted in the format and through the reporting portal or method designated by Lumos from time to time, or in the absence of such designation, by email to Lumos's designated channel operations contact at the address specified in the notice provisions of the Agreement.
9.2 Notification of Material Events
In addition to the quarterly reporting obligations set forth in Section 9.1, Meridian shall promptly (and in any event within five (5) business days of becoming aware) notify Lumos in writing of any material event affecting any Sub-Distributor, including without limitation:
(a) Any change of control, merger, acquisition, or reorganization of the Sub-Distributor;
(b) The Sub-Distributor's insolvency, bankruptcy, appointment of a receiver, liquidation, or cessation of business operations;
(c) Any regulatory investigation, enforcement action, or governmental inquiry directed at the Sub-Distributor that relates to the Sub-Distributor's resale activities, compliance with export controls, sanctions, data protection, or anti-corruption laws;
(d) Any sanctions designation or listing of the Sub-Distributor, or any of its owners, officers, or directors, on any restricted party list;
(e) Any material litigation or arbitration involving the Sub-Distributor that could reasonably be expected to affect the Sub-Distributor's ability to perform its obligations under the Sub-Distribution Agreement or that could have an adverse impact on Lumos's brand, reputation, or interests; and
(f) Any data security incident, data breach, or unauthorized access to personal data or confidential information processed by the Sub-Distributor in connection with the Licensed Products.
Meridian's notification obligation under this Section 9.2 is in addition to, and not in substitution for, any other notification obligations set forth in the Agreement, including the data breach notification obligations in Exhibit C (Data Processing Agreement).
Section 10: Governing Law and Dispute Resolution
This Exhibit B shall be governed by, and construed and enforced in accordance with, the laws of the State of California, United States of America, without regard to its conflict of laws principles or rules that would direct the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Exhibit B, or the breach, termination, or validity thereof, shall be resolved in accordance with Section 16 of the Agreement (Dispute Resolution), the material terms of which are as follows:
(a) Binding Arbitration. All disputes that cannot be resolved through good-faith negotiation within thirty (30) days of written notice of the dispute shall be submitted to and finally resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS International Arbitration Rules then in effect. The arbitration shall be held in Los Angeles, California. The arbitral tribunal shall consist of a sole arbitrator mutually agreed upon by the parties or, failing agreement within fifteen (15) days of the commencement of the arbitration, appointed by JAMS. The language of the arbitration shall be English. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction.
(b) Carve-Out for Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, specific performance, or other equitable remedies in any state or federal court of competent jurisdiction located in Santa Clara County, California, without first resorting to arbitration, where such relief is necessary to prevent irreparable harm or to preserve the status quo pending the outcome of arbitration proceedings. Each party irrevocably submits to the personal jurisdiction and venue of such courts for purposes of this carve-out and waives any objection to jurisdiction or venue based on inconvenient forum or otherwise.
The provisions of this Section 10 shall survive the termination or expiration of this Exhibit B and the Agreement.
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