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

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EXHIBIT D

TRADEMARK LICENSE AND BRAND GUIDELINES

Exhibit D to the Channel Reseller Program Agreement (the "Agreement") dated March 22, 2024

This Trademark License and Brand Guidelines (this "Exhibit D") is entered into as of April 1, 2024 (the "Effective Date"), by and between:

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

and

Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("Reseller" or "Meridian"), with registered offices at Leopoldstraße 78, 80802 München, Germany (Amtsgericht München, HRB 274581).

Lumos and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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ARTICLE 1 — DEFINITIONS

For the purposes of this Exhibit D, the following terms shall have the meanings set forth below:

1.1 "Licensed Marks." "Licensed Marks" means, collectively, the following trademarks, service marks, trade names, and associated proprietary identifiers owned by Lumos:

(a) the Lumos Prism™ trademark, service mark, and trade name;

(b) the Lumos Analytics Inc. corporate name and logo;

(d) any and all associated design marks, word marks, logotypes, and other graphical representations of the foregoing as set forth in Schedule D-1 (Mark Specimens) attached hereto and incorporated herein by this reference.

The Licensed Marks include all variations, styles, and configurations of the marks described in subsections (a) through (d) above that are made available to Meridian through the Lumos Partner Portal or otherwise approved in writing by Lumos during the term of this Exhibit D.

1.2 "Marketing Materials." "Marketing Materials" means:

(a) all Lumos-supplied brochures, sell sheets, data sheets, white papers, case studies, presentation templates, and digital assets (including, without limitation, banner advertisements, social media graphics, and email templates) made available to Meridian through the Lumos Partner Portal; and

(b) all co-branded materials created by Reseller, whether in print or digital format, that bear both the Licensed Marks and Meridian's own marks, logos, or corporate identity, subject in all cases to the approval procedures set forth in Article 5 of this Exhibit D.

For the avoidance of doubt, Marketing Materials include materials prepared in any language, in any format, and for distribution through any medium, including print, digital, broadcast, and in-person channels.

1.3 "Brand Guidelines." "Brand Guidelines" means the guidelines governing the use of the Licensed Marks as set forth in Article 4 of this Exhibit D, together with the visual identity standards, specifications, and requirements contained in Schedule D-2 (Visual Identity Standards) attached hereto and incorporated herein by this reference, as each may be updated by Lumos from time to time in accordance with Section 4.8 of this Exhibit D.

1.4 "EMEA Territory." "EMEA Territory" shall have the meaning ascribed to such term in Exhibit B to the Agreement, and means all countries within Europe (including the United Kingdom), the Middle East, and Africa.

1.5 "Authorized Resale Activities." "Authorized Resale Activities" means the promotion, marketing, demonstration, and resale of Lumos Prism™ SaaS subscriptions within the EMEA Territory pursuant to the terms and conditions of the Agreement, including activities conducted by Meridian's pre-approved sub-distributors — Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL — within their respective assigned territories as set forth in the Agreement. Authorized Resale Activities do not include the resale, marketing, or promotion of any products or services other than Lumos Prism™ SaaS subscriptions, nor do they include any activities conducted outside the EMEA Territory.

ARTICLE 2 — GRANT OF TRADEMARK LICENSE

2.1 License Grant. Subject to the terms and conditions of this Exhibit D and the Agreement, Lumos hereby grants to Meridian a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 2.3), royalty-free license to use the Licensed Marks solely in connection with Authorized Resale Activities during the term of the Agreement (the "License"). The License is coterminous with the Agreement and shall remain in effect for the initial term commencing on April 1, 2024 and continuing through March 31, 2029, subject to renewal or earlier termination in accordance with the terms of the Agreement and Article 7 of this Exhibit D. For the avoidance of doubt, Meridian shall have no right to use the Licensed Marks for any purpose other than Authorized Resale Activities, and any use of the Licensed Marks by Meridian outside the scope of the License is expressly prohibited.

2.2 Scope Limitations. The License granted under Section 2.1 is subject to the following express limitations:

(a) Meridian shall not use the Licensed Marks in connection with any products or services other than Lumos Prism™ SaaS subscriptions, including without limitation any competing or complementary products or services offered by Meridian or any third party.

(b) Meridian shall not modify, alter, animate, distort, or create derivative versions of the Licensed Marks in any manner, except as expressly approved in writing by Lumos. Any proposed modifications must be submitted to Lumos for prior written approval in accordance with Article 5.

(c) Meridian shall not file, apply for, or otherwise seek to register the Licensed Marks or any mark, name, or design that is confusingly similar to any of the Licensed Marks in any jurisdiction worldwide, including through the filing of trademark applications, domain name registrations, or social media account handles that incorporate the Licensed Marks.

(d) Meridian shall not use the Licensed Marks, or any portion thereof, in its corporate name, trade name, d/b/a name, domain name, social media handle, or other business identifier without Lumos's prior written consent, which may be withheld in Lumos's sole discretion.

(e) No implied licenses are granted under this Exhibit D. All rights in and to the Licensed Marks not expressly granted herein are reserved by Lumos. Nothing in this Exhibit D shall be construed as granting Meridian any right or license by implication, estoppel, or otherwise to any intellectual property of Lumos beyond the express scope of the License.

2.3 Sub-Distributor Usage. Meridian may permit its pre-approved sub-distributors to use the Licensed Marks solely in connection with their sub-distribution activities under the Agreement, subject to the following conditions:

(a) The pre-approved sub-distributors authorized to use the Licensed Marks as of the Effective Date are:

(i) Meridian Data Solutions UK Ltd, authorized for sub-distribution activities in the United Kingdom and Ireland; and

(ii) Meridian Data Solutions SARL, authorized for sub-distribution activities in France, Belgium, Luxembourg, and French-speaking Switzerland.

(b) Any use of the Licensed Marks by a pre-approved sub-distributor must comply with the terms of this Exhibit D in its entirety, including without limitation the Brand Guidelines set forth in Article 4, the approval requirements of Article 5, and the quality control provisions of Article 6.

(c) Meridian shall remain fully responsible and liable for ensuring that each of its sub-distributors complies with all requirements of this Exhibit D. Any breach of this Exhibit D by a sub-distributor shall be deemed a breach by Meridian.

(d) Additional sub-distributors not identified in subsection (a) above may use the Licensed Marks only upon Lumos's prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon such sub-distributor's execution of a written acknowledgment of the terms of this Exhibit D.

2.4 Reservation of Rights. As between the Parties, Lumos retains all right, title, and interest in and to the Licensed Marks, together with all goodwill associated therewith. All use of the Licensed Marks by Meridian, its sub-distributors, and its agents shall inure to the benefit of Lumos. Nothing in this Exhibit D shall be construed to grant Meridian any ownership interest, right of equity, or other proprietary interest in or to the Licensed Marks. Meridian acknowledges that the Licensed Marks have significant commercial value and that Lumos's willingness to permit the use of the Licensed Marks is a material consideration of the Agreement.

ARTICLE 3 — INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION

3.1 Ownership. Lumos is and shall remain the sole and exclusive owner of all Licensed Marks and all intellectual property rights therein throughout the world. Meridian acknowledges and agrees that: (a) the Licensed Marks are valid and enforceable; (b) Lumos is the sole owner of all right, title, and interest in and to the Licensed Marks; and (c) Meridian shall not, during the term of this Exhibit D or at any time thereafter, challenge, contest, or otherwise dispute the validity, enforceability, or Lumos's ownership of the Licensed Marks, or assist any third party in doing so. Meridian further acknowledges that its use of the Licensed Marks does not and shall not create any right, title, or interest in the Licensed Marks in favor of Meridian.

3.2 No Modification of Platform. Consistent with the terms of the Agreement, Meridian shall not modify, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, software, or any component thereof. Nothing in this Exhibit D expands Meridian's rights with respect to the Lumos Prism™ platform beyond those expressly granted in the Agreement. The Feedback License provision of the Agreement shall apply to any feedback, suggestions, enhancement requests, or other input provided by Meridian or its end users regarding the Licensed Marks, the Lumos Prism™ platform, or any aspect of Lumos's products or services. Any such feedback shall become the sole property of Lumos, and Meridian hereby assigns to Lumos all right, title, and interest in and to any such feedback.

3.3 Infringement Notification. Meridian shall promptly notify Lumos in writing of any actual or suspected infringement, dilution, misappropriation, or unauthorized use of the Licensed Marks by any third party within the EMEA Territory that comes to Meridian's attention, providing such details and documentation as may be reasonably available to Meridian. Such notification shall be made to Lumos's VP, Legal & Compliance at the address specified in Section 10.4 and, in the case of time-sensitive matters, by concurrent email notification.

Lumos retains sole and absolute discretion to determine whether to take any enforcement action with respect to the Licensed Marks, including the initiation, prosecution, settlement, or abandonment of any legal proceedings. Meridian shall cooperate with Lumos as reasonably requested in connection with any such enforcement action, at Lumos's expense, including by providing information, documents, declarations, and testimony. Meridian shall not initiate any legal action, proceeding, or correspondence with any third party relating to the Licensed Marks without Lumos's prior written consent. Meridian shall not settle, compromise, or otherwise resolve any trademark-related dispute involving the Licensed Marks without Lumos's prior written consent, which consent may be withheld in Lumos's sole discretion.

3.4 Trademark Notices and Attribution. All uses of the Licensed Marks by Meridian, its sub-distributors, and its agents must include the appropriate trademark notice symbols as follows:

(a) the ™ symbol shall be used for unregistered marks, as specified in Schedule D-1; and

(b) the ® symbol shall be used for marks that are registered in the applicable jurisdiction, as specified in Schedule D-1.

Meridian shall include the following attribution line on all Marketing Materials and in all other contexts where the Licensed Marks are used:

"Lumos Prism™ is a trademark of Lumos Analytics Inc. Used under license."

Where space constraints make the full attribution line impractical (for example, social media avatars, favicons, small-format digital advertisements, or promotional items with limited print area), an abbreviated form of attribution pre-approved by Lumos in writing may be used. Meridian shall request approval for any such abbreviated attribution prior to use. The determination of whether a space constraint justifies abbreviated attribution shall be made by Lumos in its reasonable judgment.

ARTICLE 4 — BRAND GUIDELINES

4.1 General Standards. All uses of the Licensed Marks by Meridian, its sub-distributors, and its agents must be consistent with the quality standards and brand identity maintained by Lumos, as communicated through this Exhibit D, the Agreement, and such additional guidance as Lumos may provide from time to time through the Lumos Partner Portal or direct communications. Meridian shall ensure that the Licensed Marks are presented in a professional, accurate, and favorable manner at all times.

Without limiting the foregoing, Meridian shall not use the Licensed Marks in any manner that:

(a) is misleading, deceptive, false, or likely to cause confusion among consumers or end users;

(b) is defamatory, disparaging, obscene, offensive, or otherwise objectionable;

(c) may reasonably be expected to diminish, tarnish, or otherwise damage the value, reputation, or goodwill associated with Lumos or the Licensed Marks;

(d) implies an affiliation, endorsement, sponsorship, or relationship between Meridian and Lumos beyond the reseller/channel partner relationship established by the Agreement; or

(e) violates any applicable law, regulation, or industry code of conduct.

All marketing and promotional activities conducted by Meridian in connection with the Licensed Marks must accurately represent the features, capabilities, limitations, and specifications of the Lumos Prism™ platform. No misrepresentation of any kind is permitted, whether by affirmative statement, omission, or implication. This obligation is consistent with Meridian's indemnification obligations under the Agreement for any claims arising from Meridian's misrepresentation of the Lumos Prism™ platform to end users or prospective customers.

4.2 Logo Usage Specifications. Meridian shall adhere to the following specifications when reproducing the Licensed Marks:

(a) Primary Logo. The primary logo is the full-color horizontal lockup as depicted in Schedule D-2, Section 1. This is the preferred version of the logo and shall be used in all contexts where space and format permit.

(b) Secondary Logo. The secondary logo is the stacked version of the logo, designed for use in square or vertical format contexts where the horizontal lockup is impractical. The secondary logo is depicted in Schedule D-2, Section 1.

(c) Monochrome Variations. White-on-dark and dark-on-light monochrome variations of the logo are provided for use only when full-color reproduction is impractical (e.g., single-color printing, embossing, or engraving). The specific monochrome versions approved for use are depicted in Schedule D-2, Section 1.

(d) Minimum Clear Space. The minimum clear space surrounding the logo on all sides shall be equal to the height of the capital letter "L" in the "Lumos" wordmark, as measured on the particular reproduction of the logo. No other text, graphic element, or visual element shall encroach upon this clear space zone.

(e) Minimum Size. The Lumos Prism™ logo shall not be reproduced at a width smaller than twenty-four millimeters (24mm) in print applications or eighty pixels (80px) in digital applications. If the minimum size requirement cannot be met due to format constraints, Meridian shall contact Lumos for guidance on alternative treatments.

(f) Prohibited Treatments. The following treatments of the Licensed Marks are expressly prohibited under all circumstances:

(i) stretching, compressing, or distorting the proportions of the logo;

(ii) rotating the logo to any angle;

(iii) skewing or applying perspective effects to the logo;

(iv) adding visual effects such as drop shadows, gradients, outlines, glows, bevels, or three-dimensional effects;

(v) recoloring the logo using colors outside the approved color palette set forth in Section 4.3;

(vi) placing the logo on visually busy, cluttered, or low-contrast backgrounds that impair legibility; and

(vii) any other alteration, modification, or manipulation of the logo not expressly authorized in this Exhibit D or approved in writing by Lumos.

4.3 Color Palette. The following color palette shall be used in all Marketing Materials and other contexts where the Licensed Marks are displayed:

Specific Pantone, CMYK, and RGB equivalents for each color are provided in Schedule D-2, Section 2. The following usage rules apply:

(a) Lumos Indigo shall be used as the primary color for headlines, primary logo presentations, and hero text elements.

(b) Prism Blue shall be used for accent elements, hyperlinks, secondary interface elements, and supporting graphical elements.

(c) Accent Gold shall be used for call-to-action buttons, highlight elements, and attention-drawing design elements. Accent Gold should be used sparingly to maintain visual impact.

(d) Background colors for materials bearing the Licensed Marks shall be limited to Signal White, Cloud Grey, or Lumos Indigo (with the reversed/white logo version). No other background colors are permitted without Lumos's prior written approval.

4.4 Typography. The following typographic standards shall apply to all Marketing Materials:

(a) Primary Typeface. The primary typeface for all Lumos-branded materials is Lumos Sans, a custom typeface designed for and owned by Lumos Analytics Inc. Lumos Sans is available for download in OpenType format through the Lumos Partner Portal, and Meridian is hereby granted a limited license to use Lumos Sans solely in connection with the creation of Marketing Materials during the term of the Agreement.

(b) Fallback Typeface. Where Lumos Sans is unavailable due to technical limitations, platform restrictions, or other constraints, Arial or Helvetica Neue may be used as fallback typefaces. The use of any other typeface as a substitute for Lumos Sans requires Lumos's prior written approval.

(c) Typographic Hierarchy. Detailed specifications for heading hierarchy (H1 through H4), body text sizing, line spacing, paragraph spacing, and other typographic parameters are set forth in Schedule D-2, Section 3. Meridian shall adhere to these specifications in all Marketing Materials.

4.5 Imagery and Iconography. The following standards shall apply to all imagery and iconography used in conjunction with the Licensed Marks:

(a) Approved imagery shall be sourced from the Lumos Partner Portal asset library wherever possible. The asset library is updated regularly by Lumos and contains high-resolution photography, illustrations, icons, and other visual assets approved for use in Marketing Materials.

(b) All imagery used in connection with the Licensed Marks must convey professionalism, technological innovation, and financial expertise, consistent with the SaaS/fintech positioning of the Lumos Prism™ platform.

(c) Stock photography used in Marketing Materials must not include competitor product imagery, products or services of third parties that could create a false association with Lumos, imagery with unclear or inadequate licensing, or imagery inconsistent with Lumos's brand values (including but not limited to imagery that is exclusionary, offensive, or culturally insensitive).

(d) Product screenshots used in Marketing Materials must depict the current production version of the Lumos Prism™ platform. The use of outdated user interface screenshots, beta screenshots, or mockups requires Lumos's prior written approval and must be clearly labeled as non-current if approved.

4.6 Language and Messaging. Meridian shall adhere to the following standards in all communications relating to the Licensed Marks and the Lumos Prism™ platform:

(a) Approved Messaging. Approved product descriptions, taglines, key messaging frameworks, competitive positioning statements, and value propositions are provided in the Lumos Partner Messaging Toolkit, available for download on the Lumos Partner Portal. Meridian shall use these approved messaging elements as the basis for all external communications referencing Lumos Prism™.

(b) Translations. Translations of Marketing Materials into EMEA languages (including without limitation German, French, Dutch, Spanish, Italian, Portuguese, Arabic, and any other languages in which Meridian conducts Authorized Resale Activities) must be performed by qualified professional translators with experience in the technology/SaaS industry. All translations must be submitted to Lumos for review and approval before publication. Lumos shall use commercially reasonable efforts to complete its review of submitted translations within ten (10) business days of receipt. No translated materials may be published or distributed until Lumos's written approval has been obtained.

(c) Prohibited Claims. Meridian shall not make any claims regarding the Lumos Prism™ platform, its features, capabilities, performance, or suitability for any particular purpose that are not substantiated by Lumos-approved documentation. Without limiting the generality of the foregoing, Meridian shall not make unsubstantiated or unauthorized claims regarding:

(i) artificial intelligence or machine learning capabilities of the Lumos Prism™ platform;

(ii) data security, encryption, or privacy features;

(iii) regulatory compliance certifications or approvals (including SOC 2, ISO 27001, GDPR compliance, or any other certification);

(iv) financial performance, return on investment, or cost savings achievable through the use of Lumos Prism™; or

(v) comparisons with competing products or platforms.

4.7 Digital and Web Usage. The following standards shall apply to digital and web-based uses of the Licensed Marks:

(a) Landing Pages and microsites. Any landing pages, microsites, or web pages created by Meridian that feature the Licensed Marks must comply with the Brand Guidelines set forth in this Article 4 and must be submitted to Lumos for review and approval prior to publication, in accordance with the approval procedures set forth in Article 5.

(b) Paid Search Advertising. Meridian is permitted to use the Licensed Marks in paid search advertising campaigns (including Strathmore Systems, Ashbury Holdings Advertising, and similar platforms) within the EMEA Territory, subject to compliance with Lumos's keyword bidding policy. Lumos's keyword bidding policy prohibits the use of the Lumos brand name, Licensed Marks, or any variations thereof in conjunction with bidding on competitor brand keywords. Meridian shall not bid on competitor trademark terms using Lumos's brand identity. Lumos reserves the right to modify its keyword bidding policy from time to time upon written notice to Meridian.

(c) Social Media. Meridian may reference Lumos Prism™ in its own corporate social media accounts (e.g., Meridian's Westmark Health IT, Ashford Systems, Kestrel Services Inc., and Northpoint Services Inc. accounts) using approved hashtags, tagging protocols, and messaging provided in the Lumos Partner Messaging Toolkit. The creation of dedicated Lumos-branded social media accounts, pages, groups, or channels by Meridian is expressly prohibited. Meridian shall not create or operate any social media presence that could reasonably be perceived as an official Lumos social media account or channel.

4.8 Updates to Brand Guidelines. Lumos may update, modify, supplement, or replace the Brand Guidelines from time to time to reflect changes in Lumos's brand identity, marketing strategy, or product positioning. Any such update shall be communicated to Meridian by providing thirty (30) days' prior written notice and making updated assets and specifications available on the Lumos Partner Portal.

Meridian shall implement any updated Brand Guidelines in accordance with the following timeline:

(a) New Materials. All new Marketing Materials created after the date of notification must immediately comply with the updated Brand Guidelines.

(b) Existing Materials. All existing Marketing Materials in circulation must be updated to comply with the updated Brand Guidelines within sixty (60) days of the date of notification. During this sixty (60)-day transition period, continued use of existing materials that comply with the prior version of the Brand Guidelines shall not constitute a breach of this Exhibit D.

ARTICLE 5 — APPROVAL REQUIREMENTS FOR CO-BRANDED MATERIALS

5.1 Pre-Approval Requirement. All co-branded marketing materials — defined as any Marketing Materials bearing both Meridian's marks, logos, or corporate identity and any of the Licensed Marks — must be submitted to Lumos for written approval prior to publication, distribution, display, or other use. This requirement applies regardless of the format, medium, or channel of distribution and includes, without limitation, printed brochures, digital advertisements, email campaigns, presentation decks, webinar materials, event signage, and promotional items. No co-branded material may be published, distributed, or otherwise made available to any third party until Lumos's written approval has been obtained.

Submissions for approval shall be directed to the SVP, Global Partnerships (currently Tomoko Ishikawa) or her designated representative at Lumos, via the Partner Portal approval workflow. Meridian shall provide complete, print-ready or publication-ready versions of the materials, together with a description of the intended audience, distribution channel, and estimated volume of distribution.

5.2 Review Process and Timeline. Lumos shall use commercially reasonable efforts to review submitted co-branded materials and provide a written response within ten (10) business days of receipt of a complete submission. Lumos may, in its reasonable discretion:

(a) approve the submitted materials without modification;

(b) approve the submitted materials subject to specified modifications, which Meridian shall incorporate before publication or distribution; or

If Lumos does not respond within ten (10) business days of receipt of a complete submission, the submission shall be deemed not approved. For the avoidance of doubt, silence on the part of Lumos shall not constitute consent, approval, or acquiescence to the use of any co-branded material.

Expedited review on a five (5) business day timeline is available for time-sensitive event or trade-show materials, provided that Meridian submits a written request for expedited review at the time of submission, identifies the specific time constraint, and provides a minimum of seven (7) calendar days' advance notice prior to the required approval date.

5.3 Pre-Approved Material Templates. To facilitate Meridian's marketing activities and reduce the administrative burden of the approval process, Lumos shall provide and maintain a library of pre-approved co-branded templates on the Lumos Partner Portal. These templates are designed to allow Meridian to customize certain designated fields (including Meridian's company name, contact information, sales representative details, and territory-specific information) without requiring individual Lumos approval for each instance of use, provided that:

(a) Meridian does not alter, modify, or remove any Lumos-branded portion of the template, including the Licensed Marks, Brand Guidelines-compliant design elements, and Lumos-approved messaging; and

(b) Meridian's customizations are limited to the designated editable fields and do not introduce any content that violates the Brand Guidelines or otherwise misrepresents the Lumos Prism™ platform.

Lumos reserves the right to withdraw or modify any pre-approved template at any time upon notice to Meridian through the Partner Portal.

5.4 Event and Trade Show Usage. The use of the Licensed Marks on event signage, booth graphics, presentation materials, promotional merchandise (swag), giveaways, and other event-related materials at trade shows, conferences, industry events, and similar gatherings requires prior approval in accordance with Section 5.1 of this Article 5.

Notwithstanding the foregoing, Meridian may display the Lumos Prism™ logo on its reseller or partner page within event directories, sponsor listings, and partner rosters without obtaining separate approval for each instance, provided that the logo is used in strict accordance with the specifications set forth in Article 4 and that no additional Lumos-branded content, messaging, or claims accompany the logo beyond the standard partner designation.

5.5 Press Releases and Public Announcements. Any press release, media advisory, blog post, or other public announcement referencing the Lumos/Meridian partnership, the Agreement, or featuring the Licensed Marks must be mutually approved by both Parties in writing before issuance. Each Party shall have the right to review and approve the content, timing, and distribution of any such announcement, and neither Party shall issue any such announcement without the other Party's express written consent.

Without limiting the confidentiality provisions of the Agreement, neither Party shall disclose the financial terms of the Agreement — including, without limitation, the total contract value of thirty million dollars ($30,000,000), the minimum annual commitment schedule, the reseller discount of thirty percent (30%), or any other pricing, revenue, or financial information — in any public announcement, press release, marketing material, or other publicly available communication without the other Party's express prior written consent.

ARTICLE 6 — QUALITY CONTROL

6.1 Quality Standards. All products and services marketed, promoted, demonstrated, or sold under or in connection with the Licensed Marks must meet Lumos's quality standards as communicated through the Agreement (including, without limitation, the service level agreement set forth in Exhibit E to the Agreement, which provides for a 99.95% uptime commitment), this Exhibit D, and such additional quality standards as Lumos may communicate to Meridian from time to time.

Meridian shall not engage in any activity that could reasonably be expected to damage, tarnish, or diminish the reputation or goodwill associated with the Licensed Marks, the Lumos Prism™ platform, or Lumos generally. Without limiting the foregoing, Meridian shall ensure that all customer interactions, sales presentations, technical demonstrations, and support services provided in connection with the Licensed Marks reflect the high standards of quality and professionalism that Lumos maintains for its brand.

6.2 Audit Rights. Lumos shall have the right, upon fifteen (15) business days' prior written notice to Meridian, to inspect and audit Meridian's use of the Licensed Marks. Such audit may include, without limitation, the review and inspection of:

(a) all Marketing Materials (whether in print or digital format) bearing the Licensed Marks;

(b) websites, landing pages, microsites, and other online properties featuring the Licensed Marks;

(d) event and trade show materials bearing the Licensed Marks;

(e) internal communications and training materials referencing the Licensed Marks; and

(f) any other materials or communications bearing or referencing the Licensed Marks.

Such audits shall not occur more than twice (2) per calendar year, unless a material breach of this Exhibit D has been identified, in which case Lumos may conduct additional audits as reasonably necessary to verify remediation of the identified breach. Audits shall be conducted during Meridian's normal business hours and in a manner that minimizes disruption to Meridian's business operations. Meridian shall provide reasonable cooperation and access to relevant materials and personnel in connection with any such audit.

Meridian shall promptly correct any non-compliant usage of the Licensed Marks identified during an audit, in accordance with the corrective action procedures set forth in Section 6.3.

6.3 Corrective Action. If Lumos identifies any use of the Licensed Marks that does not comply with the terms of this Exhibit D, whether through an audit conducted under Section 6.2, through Lumos's own monitoring activities, or through any other means, Lumos shall provide written notice to Meridian specifying the nature and details of the non-compliance and, where applicable, the corrective action required.

Meridian shall cure such non-compliance within fifteen (15) business days of receipt of such notice, or within such shorter period as may be reasonably required in the case of non-compliance that causes or poses an imminent risk of material harm to Lumos's brand, reputation, or goodwill. In the event of imminent material harm, Lumos may require immediate cessation of the non-compliant use pending correction.

Failure to cure any identified non-compliance within the prescribed period shall constitute a material breach of the Agreement, entitling Lumos to exercise all remedies available under the Agreement, this Exhibit D, and applicable law, including without limitation termination of the trademark license pursuant to Article 7 and termination of the Agreement.

ARTICLE 7 — TERM AND TERMINATION OF TRADEMARK LICENSE

7.1 Term. This trademark license is coterminous with the Agreement. The initial term of this Exhibit D shall commence on April 1, 2024 and shall continue through March 31, 2029 (the "Initial Term"). Following the expiration of the Initial Term, this trademark license shall automatically renew for successive one (1)-year periods, unless the Agreement is terminated or not renewed in accordance with its terms. The non-renewal notice deadline under the Agreement is ninety (90) days prior to the expiration of the then-current term (i.e., no later than December 31, 2028 for the Initial Term, and the corresponding date for any renewal term).

7.2 Immediate Termination of License. Notwithstanding any cure provisions set forth in the Agreement or elsewhere in this Exhibit D, Lumos may terminate this trademark license immediately upon written notice to Meridian if any of the following events occurs:

(a) Meridian challenges, contests, or otherwise disputes the validity or enforceability of the Licensed Marks or Lumos's ownership thereof, whether directly or by assisting or supporting any third party in doing so;

(b) Meridian uses the Licensed Marks in connection with any products or services other than Lumos Prism™ SaaS subscriptions in violation of Section 2.2(a);

(c) Meridian's use of the Licensed Marks poses an imminent threat to the reputation, goodwill, or commercial value of Lumos or the Licensed Marks, as determined in Lumos's reasonable judgment, including without limitation use that is defamatory, misleading, or in violation of applicable law; or

(d) Meridian becomes the subject of a voluntary or involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, or otherwise becomes insolvent, to the extent that such termination is permitted by applicable law.

Any termination of the trademark license pursuant to this Section 7.2 shall not, by itself, constitute a termination of the Agreement, unless the Agreement is separately terminated in accordance with its terms. However, a termination of the trademark license may give rise to a right of termination under the Agreement if the conduct giving rise to such termination constitutes a material breach of the Agreement.

7.3 Effect of Termination or Expiration. Upon the termination or expiration of the Agreement or this trademark license (whichever occurs first), Meridian shall:

(a) immediately cease all use of the Licensed Marks, including in all Marketing Materials, promotional activities, sales activities, and communications;

(b) remove the Licensed Marks from all marketing materials, websites, landing pages, microsites, social media profiles, signage, business cards, letterhead, presentations, and all other media, whether in print or digital format, within thirty (30) days of the effective date of termination or expiration;

(c) return to Lumos, or destroy, all tangible materials bearing the Licensed Marks (including printed collateral, promotional merchandise, signage, and storage media containing digital assets) within thirty (30) days of the effective date of termination or expiration, and provide Lumos with a written certification, signed by an authorized officer of Meridian, confirming the completion of such return or destruction; and

(d) take all steps necessary to ensure that its sub-distributors comply with the obligations set forth in subsections (a) through (c) above within the same timeframes.

Exception — Post-Termination Wind-Down. Notwithstanding the foregoing, during the twelve (12)-month post-termination wind-down period provided for in the Agreement (during which Meridian may fulfill existing end-user subscriptions for up to twelve (12) months following the effective date of termination or expiration), Meridian may continue to use the Licensed Marks solely to the extent strictly necessary to fulfill such existing subscription obligations. Any such continued use during the wind-down period shall be subject to the following conditions:

(a) continued compliance with all Brand Guidelines set forth in Article 4;

(b) continued compliance with all quality control standards set forth in Article 6;

(d) use limited to customer communications, invoicing, and support activities directly related to the fulfillment of existing subscriptions; and

(e) immediate cessation of all Licensed Marks usage upon the earlier of: (i) the expiration of the twelve (12)-month wind-down period, or (ii) the fulfillment or termination of all remaining end-user subscriptions.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

8.1 Lumos Representations. Lumos represents and warrants to Meridian that:

(a) Lumos has the full right, power, and authority to enter into this Exhibit D and to grant the trademark license set forth herein;

(b) the execution, delivery, and performance of this Exhibit D by Lumos does not conflict with or result in a breach of any agreement, order, or judgment to which Lumos is a party or by which it is bound;

(c) to Lumos's knowledge as of the Effective Date, the Licensed Marks do not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; and

(d) the Licensed Marks are not the subject of any pending or, to Lumos's knowledge, threatened litigation, opposition, cancellation proceeding, or other legal challenge as of the Effective Date.

The representations and warranties set forth in this Section 8.1 are consistent with, and supplementary to, Lumos's indemnification obligations for intellectual property infringement under the Agreement.

8.2 Meridian Representations. Meridian represents and warrants to Lumos that:

(a) Meridian shall use the Licensed Marks only in accordance with the terms and conditions of this Exhibit D, the Brand Guidelines, and the Agreement;

(b) Meridian shall not take any action, directly or indirectly, that would impair, diminish, or otherwise adversely affect Lumos's rights in the Licensed Marks or the goodwill associated therewith;

(c) Meridian has the authority to bind its sub-distributors identified in Section 2.3 to the obligations of this Exhibit D; and

(d) Meridian shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Licensed Marks, including without limitation applicable advertising and consumer protection laws in each jurisdiction within the EMEA Territory where Meridian conducts Authorized Resale Activities.

ARTICLE 9 — INDEMNIFICATION

9.1 Cross-Reference to Agreement. The indemnification provisions of the Agreement shall apply in full to any claims, losses, damages, liabilities, costs, and expenses arising from or related to the use of the Licensed Marks by Meridian, its sub-distributors, or its agents under this Exhibit D.

For clarity, the Parties acknowledge and agree that:

(a) Meridian's indemnification obligation under the Agreement extends to all third-party claims arising from Meridian's marketing, promotion, demonstration, or resale of the Lumos Prism™ platform, including without limitation claims arising from: (i) Meridian's misrepresentation of the features, capabilities, or performance of the Lumos Prism™ platform; (ii) Meridian's improper use of the Licensed Marks in violation of this Exhibit D; and (iii) Meridian's use of the Licensed Marks in connection with unauthorized products, services, or activities.

(b) Lumos's indemnification obligation under the Agreement extends to all third-party claims alleging that the Licensed Marks themselves infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, provided that such claims do not arise from Meridian's modification, alteration, or unauthorized use of the Licensed Marks.

(c) The aggregate indemnification cap of fifteen million dollars ($15,000,000) (representing fifty percent (50%) of the total contract value of $30,000,000) applies to all indemnification obligations under the Agreement and this Exhibit D, subject to the following exceptions, which are uncapped: (i) claims arising from willful misconduct; (ii) claims arising from fraud; (iii) breaches of confidentiality obligations; and (iv) claims arising from intellectual property infringement.

ARTICLE 10 — MISCELLANEOUS

10.1 Governing Law. This Exhibit D shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, consistent with the governing law provisions of the Agreement.

10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Exhibit D, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, with the arbitration to be conducted in Los Angeles, California. The provisions of the Agreement governing the selection of arbitrators, the conduct of proceedings, the allocation of costs, and the enforcement of awards shall apply to any arbitration conducted under this Section 10.2.

Notwithstanding the foregoing, the Parties acknowledge that any breach or threatened breach of the trademark license granted hereunder may cause irreparable harm to Lumos for which monetary damages would be an inadequate remedy. Accordingly, Lumos may seek temporary, preliminary, or permanent injunctive relief in any state or federal court of competent jurisdiction located in Santa Clara County, California, in accordance with the Agreement. Lumos may seek emergency injunctive relief without prior notice to Meridian to the extent necessary to prevent imminent, irreparable harm to the Licensed Marks or the goodwill associated therewith.

10.3 Amendment. This Exhibit D may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Parties, except that Lumos may update the Brand Guidelines in accordance with Section 4.8 without the execution of a formal amendment. No waiver of any provision of this Exhibit D shall be effective unless set forth in a written instrument signed by the waiving Party.

10.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Exhibit D shall be delivered in accordance with the notice provisions of the Agreement and shall be addressed as follows:

If to Lumos:

Lumos Analytics Inc.

Attn: Daniel Ostroff, VP, Legal & Compliance

4700 Sandhill Road, Suite 300 Palo Alto, CA 94304

If to Meridian:

Meridian Data Solutions GmbH

Attn: Dr. Anneliese Brandt, General Counsel

Leopoldstraße 78 80802 München, Germany

Either Party may change its notice address by providing written notice to the other Party in accordance with the notice provisions of the Agreement.

10.5 Entire Exhibit; Integration. This Exhibit D, together with Schedule D-1 (Mark Specimens) and Schedule D-2 (Visual Identity Standards) attached hereto and incorporated herein by this reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof — namely, the trademark license and brand guidelines governing Meridian's use of the Licensed Marks — and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings between the Parties with respect to such subject matter. This Exhibit D forms an integral part of the Agreement and is subject to all terms, conditions, and provisions of the Agreement, except to the extent expressly modified herein. In the event of any conflict between this Exhibit D and the Agreement, the terms of the Agreement shall control unless this Exhibit D expressly states otherwise.

SCHEDULE D-1 — MARK SPECIMENS

The following Licensed Marks are subject to the trademark license granted under this Exhibit D. Registration status, applicable jurisdictions, and specimen descriptions are set forth below. Digital vector files (.svg, .eps, .ai) and raster files (.png) for each Licensed Mark are available for download on the Lumos Partner Portal.

Notes:

(a) Marks with "Registered" status shall bear the ® symbol in all uses. Marks with "Pending" status shall bear the ™ symbol in all uses until registration is obtained, at which point Lumos shall notify Meridian to update the symbol accordingly.

(b) Actual specimen images are to be attached in graphic form as supplementary pages to this Schedule D-1. High-resolution digital files in vector format (.svg, .eps, .ai) and raster format (.png at 300 DPI and 72 DPI) are available for download on the Lumos Partner Portal at partner.lumosanalytics.com/brand-assets.

(c) Lumos may update this Schedule D-1 from time to time to reflect new registrations, changes in registration status, or the addition or removal of Licensed Marks, by providing written notice to Meridian.

SCHEDULE D-2 — VISUAL IDENTITY STANDARDS

Section 1 — Logo Specifications

EXHIBIT D
TRADEMARK LICENSE AND BRAND GUIDELINES
Exhibit D to the Channel Reseller Program Agreement (the "Agreement") dated March 22, 2024
This Trademark License and Brand Guidelines (this "Exhibit D") is entered into as of April 1, 2024 (the "Effective Date"), by and between:
Lumos Analytics Inc., a Delaware C-Corporation ("Licensor" or "Lumos"), with principal offices at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304;
and
Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("Reseller" or "Meridian"), with registered offices at Leopoldstraße 78, 80802 München, Germany (Amtsgericht München, HRB 274581).
Lumos and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
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ARTICLE 1 — DEFINITIONS
For the purposes of this Exhibit D, the following terms shall have the meanings set forth below:
1.1 "Licensed Marks." "Licensed Marks" means, collectively, the following trademarks, service marks, trade names, and associated proprietary identifiers owned by Lumos:
(a) the Lumos Prism™ trademark, service mark, and trade name;
(b) the Lumos Analytics Inc. corporate name and logo;
(c) the "Lumos AI" abbreviated mark; and
(d) any and all associated design marks, word marks, logotypes, and other graphical representations of the foregoing as set forth in Schedule D-1 (Mark Specimens) attached hereto and incorporated herein by this reference.
The Licensed Marks include all variations, styles, and configurations of the marks described in subsections (a) through (d) above that are made available to Meridian through the Lumos Partner Portal or otherwise approved in writing by Lumos during the term of this Exhibit D.
1.2 "Marketing Materials." "Marketing Materials" means:
(a) all Lumos-supplied brochures, sell sheets, data sheets, white papers, case studies, presentation templates, and digital assets (including, without limitation, banner advertisements, social media graphics, and email templates) made available to Meridian through the Lumos Partner Portal; and
(b) all co-branded materials created by Reseller, whether in print or digital format, that bear both the Licensed Marks and Meridian's own marks, logos, or corporate identity, subject in all cases to the approval procedures set forth in Article 5 of this Exhibit D.
For the avoidance of doubt, Marketing Materials include materials prepared in any language, in any format, and for distribution through any medium, including print, digital, broadcast, and in-person channels.
1.3 "Brand Guidelines." "Brand Guidelines" means the guidelines governing the use of the Licensed Marks as set forth in Article 4 of this Exhibit D, together with the visual identity standards, specifications, and requirements contained in Schedule D-2 (Visual Identity Standards) attached hereto and incorporated herein by this reference, as each may be updated by Lumos from time to time in accordance with Section 4.8 of this Exhibit D.
1.4 "EMEA Territory." "EMEA Territory" shall have the meaning ascribed to such term in Exhibit B to the Agreement, and means all countries within Europe (including the United Kingdom), the Middle East, and Africa.
1.5 "Authorized Resale Activities." "Authorized Resale Activities" means the promotion, marketing, demonstration, and resale of Lumos Prism™ SaaS subscriptions within the EMEA Territory pursuant to the terms and conditions of the Agreement, including activities conducted by Meridian's pre-approved sub-distributors — Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL — within their respective assigned territories as set forth in the Agreement. Authorized Resale Activities do not include the resale, marketing, or promotion of any products or services other than Lumos Prism™ SaaS subscriptions, nor do they include any activities conducted outside the EMEA Territory.
ARTICLE 2 — GRANT OF TRADEMARK LICENSE
2.1 License Grant. Subject to the terms and conditions of this Exhibit D and the Agreement, Lumos hereby grants to Meridian a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 2.3), royalty-free license to use the Licensed Marks solely in connection with Authorized Resale Activities during the term of the Agreement (the "License"). The License is coterminous with the Agreement and shall remain in effect for the initial term commencing on April 1, 2024 and continuing through March 31, 2029, subject to renewal or earlier termination in accordance with the terms of the Agreement and Article 7 of this Exhibit D. For the avoidance of doubt, Meridian shall have no right to use the Licensed Marks for any purpose other than Authorized Resale Activities, and any use of the Licensed Marks by Meridian outside the scope of the License is expressly prohibited.
2.2 Scope Limitations. The License granted under Section 2.1 is subject to the following express limitations:
(a) Meridian shall not use the Licensed Marks in connection with any products or services other than Lumos Prism™ SaaS subscriptions, including without limitation any competing or complementary products or services offered by Meridian or any third party.
(b) Meridian shall not modify, alter, animate, distort, or create derivative versions of the Licensed Marks in any manner, except as expressly approved in writing by Lumos. Any proposed modifications must be submitted to Lumos for prior written approval in accordance with Article 5.
(c) Meridian shall not file, apply for, or otherwise seek to register the Licensed Marks or any mark, name, or design that is confusingly similar to any of the Licensed Marks in any jurisdiction worldwide, including through the filing of trademark applications, domain name registrations, or social media account handles that incorporate the Licensed Marks.
(d) Meridian shall not use the Licensed Marks, or any portion thereof, in its corporate name, trade name, d/b/a name, domain name, social media handle, or other business identifier without Lumos's prior written consent, which may be withheld in Lumos's sole discretion.
(e) No implied licenses are granted under this Exhibit D. All rights in and to the Licensed Marks not expressly granted herein are reserved by Lumos. Nothing in this Exhibit D shall be construed as granting Meridian any right or license by implication, estoppel, or otherwise to any intellectual property of Lumos beyond the express scope of the License.
2.3 Sub-Distributor Usage. Meridian may permit its pre-approved sub-distributors to use the Licensed Marks solely in connection with their sub-distribution activities under the Agreement, subject to the following conditions:
(a) The pre-approved sub-distributors authorized to use the Licensed Marks as of the Effective Date are:
(i) Meridian Data Solutions UK Ltd, authorized for sub-distribution activities in the United Kingdom and Ireland; and
(ii) Meridian Data Solutions SARL, authorized for sub-distribution activities in France, Belgium, Luxembourg, and French-speaking Switzerland.
(b) Any use of the Licensed Marks by a pre-approved sub-distributor must comply with the terms of this Exhibit D in its entirety, including without limitation the Brand Guidelines set forth in Article 4, the approval requirements of Article 5, and the quality control provisions of Article 6.
(c) Meridian shall remain fully responsible and liable for ensuring that each of its sub-distributors complies with all requirements of this Exhibit D. Any breach of this Exhibit D by a sub-distributor shall be deemed a breach by Meridian.
(d) Additional sub-distributors not identified in subsection (a) above may use the Licensed Marks only upon Lumos's prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon such sub-distributor's execution of a written acknowledgment of the terms of this Exhibit D.
2.4 Reservation of Rights. As between the Parties, Lumos retains all right, title, and interest in and to the Licensed Marks, together with all goodwill associated therewith. All use of the Licensed Marks by Meridian, its sub-distributors, and its agents shall inure to the benefit of Lumos. Nothing in this Exhibit D shall be construed to grant Meridian any ownership interest, right of equity, or other proprietary interest in or to the Licensed Marks. Meridian acknowledges that the Licensed Marks have significant commercial value and that Lumos's willingness to permit the use of the Licensed Marks is a material consideration of the Agreement.
ARTICLE 3 — INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION
3.1 Ownership. Lumos is and shall remain the sole and exclusive owner of all Licensed Marks and all intellectual property rights therein throughout the world. Meridian acknowledges and agrees that: (a) the Licensed Marks are valid and enforceable; (b) Lumos is the sole owner of all right, title, and interest in and to the Licensed Marks; and (c) Meridian shall not, during the term of this Exhibit D or at any time thereafter, challenge, contest, or otherwise dispute the validity, enforceability, or Lumos's ownership of the Licensed Marks, or assist any third party in doing so. Meridian further acknowledges that its use of the Licensed Marks does not and shall not create any right, title, or interest in the Licensed Marks in favor of Meridian.
3.2 No Modification of Platform. Consistent with the terms of the Agreement, Meridian shall not modify, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, software, or any component thereof. Nothing in this Exhibit D expands Meridian's rights with respect to the Lumos Prism™ platform beyond those expressly granted in the Agreement. The Feedback License provision of the Agreement shall apply to any feedback, suggestions, enhancement requests, or other input provided by Meridian or its end users regarding the Licensed Marks, the Lumos Prism™ platform, or any aspect of Lumos's products or services. Any such feedback shall become the sole property of Lumos, and Meridian hereby assigns to Lumos all right, title, and interest in and to any such feedback.
3.3 Infringement Notification. Meridian shall promptly notify Lumos in writing of any actual or suspected infringement, dilution, misappropriation, or unauthorized use of the Licensed Marks by any third party within the EMEA Territory that comes to Meridian's attention, providing such details and documentation as may be reasonably available to Meridian. Such notification shall be made to Lumos's VP, Legal & Compliance at the address specified in Section 10.4 and, in the case of time-sensitive matters, by concurrent email notification.
Lumos retains sole and absolute discretion to determine whether to take any enforcement action with respect to the Licensed Marks, including the initiation, prosecution, settlement, or abandonment of any legal proceedings. Meridian shall cooperate with Lumos as reasonably requested in connection with any such enforcement action, at Lumos's expense, including by providing information, documents, declarations, and testimony. Meridian shall not initiate any legal action, proceeding, or correspondence with any third party relating to the Licensed Marks without Lumos's prior written consent. Meridian shall not settle, compromise, or otherwise resolve any trademark-related dispute involving the Licensed Marks without Lumos's prior written consent, which consent may be withheld in Lumos's sole discretion.
3.4 Trademark Notices and Attribution. All uses of the Licensed Marks by Meridian, its sub-distributors, and its agents must include the appropriate trademark notice symbols as follows:
(a) the ™ symbol shall be used for unregistered marks, as specified in Schedule D-1; and
(b) the ® symbol shall be used for marks that are registered in the applicable jurisdiction, as specified in Schedule D-1.
Meridian shall include the following attribution line on all Marketing Materials and in all other contexts where the Licensed Marks are used:
"Lumos Prism™ is a trademark of Lumos Analytics Inc. Used under license."
Where space constraints make the full attribution line impractical (for example, social media avatars, favicons, small-format digital advertisements, or promotional items with limited print area), an abbreviated form of attribution pre-approved by Lumos in writing may be used. Meridian shall request approval for any such abbreviated attribution prior to use. The determination of whether a space constraint justifies abbreviated attribution shall be made by Lumos in its reasonable judgment.
ARTICLE 4 — BRAND GUIDELINES
4.1 General Standards. All uses of the Licensed Marks by Meridian, its sub-distributors, and its agents must be consistent with the quality standards and brand identity maintained by Lumos, as communicated through this Exhibit D, the Agreement, and such additional guidance as Lumos may provide from time to time through the Lumos Partner Portal or direct communications. Meridian shall ensure that the Licensed Marks are presented in a professional, accurate, and favorable manner at all times.
Without limiting the foregoing, Meridian shall not use the Licensed Marks in any manner that:
(a) is misleading, deceptive, false, or likely to cause confusion among consumers or end users;
(b) is defamatory, disparaging, obscene, offensive, or otherwise objectionable;
(c) may reasonably be expected to diminish, tarnish, or otherwise damage the value, reputation, or goodwill associated with Lumos or the Licensed Marks;
(d) implies an affiliation, endorsement, sponsorship, or relationship between Meridian and Lumos beyond the reseller/channel partner relationship established by the Agreement; or
(e) violates any applicable law, regulation, or industry code of conduct.
All marketing and promotional activities conducted by Meridian in connection with the Licensed Marks must accurately represent the features, capabilities, limitations, and specifications of the Lumos Prism™ platform. No misrepresentation of any kind is permitted, whether by affirmative statement, omission, or implication. This obligation is consistent with Meridian's indemnification obligations under the Agreement for any claims arising from Meridian's misrepresentation of the Lumos Prism™ platform to end users or prospective customers.
4.2 Logo Usage Specifications. Meridian shall adhere to the following specifications when reproducing the Licensed Marks:
(a) Primary Logo. The primary logo is the full-color horizontal lockup as depicted in Schedule D-2, Section 1. This is the preferred version of the logo and shall be used in all contexts where space and format permit.
(b) Secondary Logo. The secondary logo is the stacked version of the logo, designed for use in square or vertical format contexts where the horizontal lockup is impractical. The secondary logo is depicted in Schedule D-2, Section 1.
(c) Monochrome Variations. White-on-dark and dark-on-light monochrome variations of the logo are provided for use only when full-color reproduction is impractical (e.g., single-color printing, embossing, or engraving). The specific monochrome versions approved for use are depicted in Schedule D-2, Section 1.
(d) Minimum Clear Space. The minimum clear space surrounding the logo on all sides shall be equal to the height of the capital letter "L" in the "Lumos" wordmark, as measured on the particular reproduction of the logo. No other text, graphic element, or visual element shall encroach upon this clear space zone.
(e) Minimum Size. The Lumos Prism™ logo shall not be reproduced at a width smaller than twenty-four millimeters (24mm) in print applications or eighty pixels (80px) in digital applications. If the minimum size requirement cannot be met due to format constraints, Meridian shall contact Lumos for guidance on alternative treatments.
(f) Prohibited Treatments. The following treatments of the Licensed Marks are expressly prohibited under all circumstances:
(i) stretching, compressing, or distorting the proportions of the logo;
(ii) rotating the logo to any angle;
(iii) skewing or applying perspective effects to the logo;
(iv) adding visual effects such as drop shadows, gradients, outlines, glows, bevels, or three-dimensional effects;
(v) recoloring the logo using colors outside the approved color palette set forth in Section 4.3;
(vi) placing the logo on visually busy, cluttered, or low-contrast backgrounds that impair legibility; and
(vii) any other alteration, modification, or manipulation of the logo not expressly authorized in this Exhibit D or approved in writing by Lumos.
4.3 Color Palette. The following color palette shall be used in all Marketing Materials and other contexts where the Licensed Marks are displayed:
Specific Pantone, CMYK, and RGB equivalents for each color are provided in Schedule D-2, Section 2. The following usage rules apply:
(a) Lumos Indigo shall be used as the primary color for headlines, primary logo presentations, and hero text elements.
(b) Prism Blue shall be used for accent elements, hyperlinks, secondary interface elements, and supporting graphical elements.
(c) Accent Gold shall be used for call-to-action buttons, highlight elements, and attention-drawing design elements. Accent Gold should be used sparingly to maintain visual impact.
(d) Background colors for materials bearing the Licensed Marks shall be limited to Signal White, Cloud Grey, or Lumos Indigo (with the reversed/white logo version). No other background colors are permitted without Lumos's prior written approval.
4.4 Typography. The following typographic standards shall apply to all Marketing Materials:
(a) Primary Typeface. The primary typeface for all Lumos-branded materials is Lumos Sans, a custom typeface designed for and owned by Lumos Analytics Inc. Lumos Sans is available for download in OpenType format through the Lumos Partner Portal, and Meridian is hereby granted a limited license to use Lumos Sans solely in connection with the creation of Marketing Materials during the term of the Agreement.
(b) Fallback Typeface. Where Lumos Sans is unavailable due to technical limitations, platform restrictions, or other constraints, Arial or Helvetica Neue may be used as fallback typefaces. The use of any other typeface as a substitute for Lumos Sans requires Lumos's prior written approval.
(c) Typographic Hierarchy. Detailed specifications for heading hierarchy (H1 through H4), body text sizing, line spacing, paragraph spacing, and other typographic parameters are set forth in Schedule D-2, Section 3. Meridian shall adhere to these specifications in all Marketing Materials.
4.5 Imagery and Iconography. The following standards shall apply to all imagery and iconography used in conjunction with the Licensed Marks:
(a) Approved imagery shall be sourced from the Lumos Partner Portal asset library wherever possible. The asset library is updated regularly by Lumos and contains high-resolution photography, illustrations, icons, and other visual assets approved for use in Marketing Materials.
(b) All imagery used in connection with the Licensed Marks must convey professionalism, technological innovation, and financial expertise, consistent with the SaaS/fintech positioning of the Lumos Prism™ platform.
(c) Stock photography used in Marketing Materials must not include competitor product imagery, products or services of third parties that could create a false association with Lumos, imagery with unclear or inadequate licensing, or imagery inconsistent with Lumos's brand values (including but not limited to imagery that is exclusionary, offensive, or culturally insensitive).
(d) Product screenshots used in Marketing Materials must depict the current production version of the Lumos Prism™ platform. The use of outdated user interface screenshots, beta screenshots, or mockups requires Lumos's prior written approval and must be clearly labeled as non-current if approved.
4.6 Language and Messaging. Meridian shall adhere to the following standards in all communications relating to the Licensed Marks and the Lumos Prism™ platform:
(a) Approved Messaging. Approved product descriptions, taglines, key messaging frameworks, competitive positioning statements, and value propositions are provided in the Lumos Partner Messaging Toolkit, available for download on the Lumos Partner Portal. Meridian shall use these approved messaging elements as the basis for all external communications referencing Lumos Prism™.
(b) Translations. Translations of Marketing Materials into EMEA languages (including without limitation German, French, Dutch, Spanish, Italian, Portuguese, Arabic, and any other languages in which Meridian conducts Authorized Resale Activities) must be performed by qualified professional translators with experience in the technology/SaaS industry. All translations must be submitted to Lumos for review and approval before publication. Lumos shall use commercially reasonable efforts to complete its review of submitted translations within ten (10) business days of receipt. No translated materials may be published or distributed until Lumos's written approval has been obtained.
(c) Prohibited Claims. Meridian shall not make any claims regarding the Lumos Prism™ platform, its features, capabilities, performance, or suitability for any particular purpose that are not substantiated by Lumos-approved documentation. Without limiting the generality of the foregoing, Meridian shall not make unsubstantiated or unauthorized claims regarding:
(i) artificial intelligence or machine learning capabilities of the Lumos Prism™ platform;
(ii) data security, encryption, or privacy features;
(iii) regulatory compliance certifications or approvals (including SOC 2, ISO 27001, GDPR compliance, or any other certification);
(iv) financial performance, return on investment, or cost savings achievable through the use of Lumos Prism™; or
(v) comparisons with competing products or platforms.
4.7 Digital and Web Usage. The following standards shall apply to digital and web-based uses of the Licensed Marks:
(a) Landing Pages and microsites. Any landing pages, microsites, or web pages created by Meridian that feature the Licensed Marks must comply with the Brand Guidelines set forth in this Article 4 and must be submitted to Lumos for review and approval prior to publication, in accordance with the approval procedures set forth in Article 5.
(b) Paid Search Advertising. Meridian is permitted to use the Licensed Marks in paid search advertising campaigns (including Strathmore Systems, Ashbury Holdings Advertising, and similar platforms) within the EMEA Territory, subject to compliance with Lumos's keyword bidding policy. Lumos's keyword bidding policy prohibits the use of the Lumos brand name, Licensed Marks, or any variations thereof in conjunction with bidding on competitor brand keywords. Meridian shall not bid on competitor trademark terms using Lumos's brand identity. Lumos reserves the right to modify its keyword bidding policy from time to time upon written notice to Meridian.
(c) Social Media. Meridian may reference Lumos Prism™ in its own corporate social media accounts (e.g., Meridian's Westmark Health IT, Ashford Systems, Kestrel Services Inc., and Northpoint Services Inc. accounts) using approved hashtags, tagging protocols, and messaging provided in the Lumos Partner Messaging Toolkit. The creation of dedicated Lumos-branded social media accounts, pages, groups, or channels by Meridian is expressly prohibited. Meridian shall not create or operate any social media presence that could reasonably be perceived as an official Lumos social media account or channel.
4.8 Updates to Brand Guidelines. Lumos may update, modify, supplement, or replace the Brand Guidelines from time to time to reflect changes in Lumos's brand identity, marketing strategy, or product positioning. Any such update shall be communicated to Meridian by providing thirty (30) days' prior written notice and making updated assets and specifications available on the Lumos Partner Portal.
Meridian shall implement any updated Brand Guidelines in accordance with the following timeline:
(a) New Materials. All new Marketing Materials created after the date of notification must immediately comply with the updated Brand Guidelines.
(b) Existing Materials. All existing Marketing Materials in circulation must be updated to comply with the updated Brand Guidelines within sixty (60) days of the date of notification. During this sixty (60)-day transition period, continued use of existing materials that comply with the prior version of the Brand Guidelines shall not constitute a breach of this Exhibit D.
ARTICLE 5 — APPROVAL REQUIREMENTS FOR CO-BRANDED MATERIALS
5.1 Pre-Approval Requirement. All co-branded marketing materials — defined as any Marketing Materials bearing both Meridian's marks, logos, or corporate identity and any of the Licensed Marks — must be submitted to Lumos for written approval prior to publication, distribution, display, or other use. This requirement applies regardless of the format, medium, or channel of distribution and includes, without limitation, printed brochures, digital advertisements, email campaigns, presentation decks, webinar materials, event signage, and promotional items. No co-branded material may be published, distributed, or otherwise made available to any third party until Lumos's written approval has been obtained.
Submissions for approval shall be directed to the SVP, Global Partnerships (currently Tomoko Ishikawa) or her designated representative at Lumos, via the Partner Portal approval workflow. Meridian shall provide complete, print-ready or publication-ready versions of the materials, together with a description of the intended audience, distribution channel, and estimated volume of distribution.
5.2 Review Process and Timeline. Lumos shall use commercially reasonable efforts to review submitted co-branded materials and provide a written response within ten (10) business days of receipt of a complete submission. Lumos may, in its reasonable discretion:
(a) approve the submitted materials without modification;
(b) approve the submitted materials subject to specified modifications, which Meridian shall incorporate before publication or distribution; or
(c) reject the submitted materials, with an explanation of the basis for such rejection.
If Lumos does not respond within ten (10) business days of receipt of a complete submission, the submission shall be deemed not approved. For the avoidance of doubt, silence on the part of Lumos shall not constitute consent, approval, or acquiescence to the use of any co-branded material.
Expedited review on a five (5) business day timeline is available for time-sensitive event or trade-show materials, provided that Meridian submits a written request for expedited review at the time of submission, identifies the specific time constraint, and provides a minimum of seven (7) calendar days' advance notice prior to the required approval date.
5.3 Pre-Approved Material Templates. To facilitate Meridian's marketing activities and reduce the administrative burden of the approval process, Lumos shall provide and maintain a library of pre-approved co-branded templates on the Lumos Partner Portal. These templates are designed to allow Meridian to customize certain designated fields (including Meridian's company name, contact information, sales representative details, and territory-specific information) without requiring individual Lumos approval for each instance of use, provided that:
(a) Meridian does not alter, modify, or remove any Lumos-branded portion of the template, including the Licensed Marks, Brand Guidelines-compliant design elements, and Lumos-approved messaging; and
(b) Meridian's customizations are limited to the designated editable fields and do not introduce any content that violates the Brand Guidelines or otherwise misrepresents the Lumos Prism™ platform.
Lumos reserves the right to withdraw or modify any pre-approved template at any time upon notice to Meridian through the Partner Portal.
5.4 Event and Trade Show Usage. The use of the Licensed Marks on event signage, booth graphics, presentation materials, promotional merchandise (swag), giveaways, and other event-related materials at trade shows, conferences, industry events, and similar gatherings requires prior approval in accordance with Section 5.1 of this Article 5.
Notwithstanding the foregoing, Meridian may display the Lumos Prism™ logo on its reseller or partner page within event directories, sponsor listings, and partner rosters without obtaining separate approval for each instance, provided that the logo is used in strict accordance with the specifications set forth in Article 4 and that no additional Lumos-branded content, messaging, or claims accompany the logo beyond the standard partner designation.
5.5 Press Releases and Public Announcements. Any press release, media advisory, blog post, or other public announcement referencing the Lumos/Meridian partnership, the Agreement, or featuring the Licensed Marks must be mutually approved by both Parties in writing before issuance. Each Party shall have the right to review and approve the content, timing, and distribution of any such announcement, and neither Party shall issue any such announcement without the other Party's express written consent.
Without limiting the confidentiality provisions of the Agreement, neither Party shall disclose the financial terms of the Agreement — including, without limitation, the total contract value of thirty million dollars ($30,000,000), the minimum annual commitment schedule, the reseller discount of thirty percent (30%), or any other pricing, revenue, or financial information — in any public announcement, press release, marketing material, or other publicly available communication without the other Party's express prior written consent.
ARTICLE 6 — QUALITY CONTROL
6.1 Quality Standards. All products and services marketed, promoted, demonstrated, or sold under or in connection with the Licensed Marks must meet Lumos's quality standards as communicated through the Agreement (including, without limitation, the service level agreement set forth in Exhibit E to the Agreement, which provides for a 99.95% uptime commitment), this Exhibit D, and such additional quality standards as Lumos may communicate to Meridian from time to time.
Meridian shall not engage in any activity that could reasonably be expected to damage, tarnish, or diminish the reputation or goodwill associated with the Licensed Marks, the Lumos Prism™ platform, or Lumos generally. Without limiting the foregoing, Meridian shall ensure that all customer interactions, sales presentations, technical demonstrations, and support services provided in connection with the Licensed Marks reflect the high standards of quality and professionalism that Lumos maintains for its brand.
6.2 Audit Rights. Lumos shall have the right, upon fifteen (15) business days' prior written notice to Meridian, to inspect and audit Meridian's use of the Licensed Marks. Such audit may include, without limitation, the review and inspection of:
(a) all Marketing Materials (whether in print or digital format) bearing the Licensed Marks;
(b) websites, landing pages, microsites, and other online properties featuring the Licensed Marks;
(c) social media accounts and posts referencing the Licensed Marks;
(d) event and trade show materials bearing the Licensed Marks;
(e) internal communications and training materials referencing the Licensed Marks; and
(f) any other materials or communications bearing or referencing the Licensed Marks.
Such audits shall not occur more than twice (2) per calendar year, unless a material breach of this Exhibit D has been identified, in which case Lumos may conduct additional audits as reasonably necessary to verify remediation of the identified breach. Audits shall be conducted during Meridian's normal business hours and in a manner that minimizes disruption to Meridian's business operations. Meridian shall provide reasonable cooperation and access to relevant materials and personnel in connection with any such audit.
Meridian shall promptly correct any non-compliant usage of the Licensed Marks identified during an audit, in accordance with the corrective action procedures set forth in Section 6.3.
6.3 Corrective Action. If Lumos identifies any use of the Licensed Marks that does not comply with the terms of this Exhibit D, whether through an audit conducted under Section 6.2, through Lumos's own monitoring activities, or through any other means, Lumos shall provide written notice to Meridian specifying the nature and details of the non-compliance and, where applicable, the corrective action required.
Meridian shall cure such non-compliance within fifteen (15) business days of receipt of such notice, or within such shorter period as may be reasonably required in the case of non-compliance that causes or poses an imminent risk of material harm to Lumos's brand, reputation, or goodwill. In the event of imminent material harm, Lumos may require immediate cessation of the non-compliant use pending correction.
Failure to cure any identified non-compliance within the prescribed period shall constitute a material breach of the Agreement, entitling Lumos to exercise all remedies available under the Agreement, this Exhibit D, and applicable law, including without limitation termination of the trademark license pursuant to Article 7 and termination of the Agreement.
ARTICLE 7 — TERM AND TERMINATION OF TRADEMARK LICENSE
7.1 Term. This trademark license is coterminous with the Agreement. The initial term of this Exhibit D shall commence on April 1, 2024 and shall continue through March 31, 2029 (the "Initial Term"). Following the expiration of the Initial Term, this trademark license shall automatically renew for successive one (1)-year periods, unless the Agreement is terminated or not renewed in accordance with its terms. The non-renewal notice deadline under the Agreement is ninety (90) days prior to the expiration of the then-current term (i.e., no later than December 31, 2028 for the Initial Term, and the corresponding date for any renewal term).
7.2 Immediate Termination of License. Notwithstanding any cure provisions set forth in the Agreement or elsewhere in this Exhibit D, Lumos may terminate this trademark license immediately upon written notice to Meridian if any of the following events occurs:
(a) Meridian challenges, contests, or otherwise disputes the validity or enforceability of the Licensed Marks or Lumos's ownership thereof, whether directly or by assisting or supporting any third party in doing so;
(b) Meridian uses the Licensed Marks in connection with any products or services other than Lumos Prism™ SaaS subscriptions in violation of Section 2.2(a);
(c) Meridian's use of the Licensed Marks poses an imminent threat to the reputation, goodwill, or commercial value of Lumos or the Licensed Marks, as determined in Lumos's reasonable judgment, including without limitation use that is defamatory, misleading, or in violation of applicable law; or
(d) Meridian becomes the subject of a voluntary or involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, or otherwise becomes insolvent, to the extent that such termination is permitted by applicable law.
Any termination of the trademark license pursuant to this Section 7.2 shall not, by itself, constitute a termination of the Agreement, unless the Agreement is separately terminated in accordance with its terms. However, a termination of the trademark license may give rise to a right of termination under the Agreement if the conduct giving rise to such termination constitutes a material breach of the Agreement.
7.3 Effect of Termination or Expiration. Upon the termination or expiration of the Agreement or this trademark license (whichever occurs first), Meridian shall:
(a) immediately cease all use of the Licensed Marks, including in all Marketing Materials, promotional activities, sales activities, and communications;
(b) remove the Licensed Marks from all marketing materials, websites, landing pages, microsites, social media profiles, signage, business cards, letterhead, presentations, and all other media, whether in print or digital format, within thirty (30) days of the effective date of termination or expiration;
(c) return to Lumos, or destroy, all tangible materials bearing the Licensed Marks (including printed collateral, promotional merchandise, signage, and storage media containing digital assets) within thirty (30) days of the effective date of termination or expiration, and provide Lumos with a written certification, signed by an authorized officer of Meridian, confirming the completion of such return or destruction; and
(d) take all steps necessary to ensure that its sub-distributors comply with the obligations set forth in subsections (a) through (c) above within the same timeframes.
Exception — Post-Termination Wind-Down. Notwithstanding the foregoing, during the twelve (12)-month post-termination wind-down period provided for in the Agreement (during which Meridian may fulfill existing end-user subscriptions for up to twelve (12) months following the effective date of termination or expiration), Meridian may continue to use the Licensed Marks solely to the extent strictly necessary to fulfill such existing subscription obligations. Any such continued use during the wind-down period shall be subject to the following conditions:
(a) continued compliance with all Brand Guidelines set forth in Article 4;
(b) continued compliance with all quality control standards set forth in Article 6;
(c) no new marketing, promotion, or solicitation activities using the Licensed Marks;
(d) use limited to customer communications, invoicing, and support activities directly related to the fulfillment of existing subscriptions; and
(e) immediate cessation of all Licensed Marks usage upon the earlier of: (i) the expiration of the twelve (12)-month wind-down period, or (ii) the fulfillment or termination of all remaining end-user subscriptions.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
8.1 Lumos Representations. Lumos represents and warrants to Meridian that:
(a) Lumos has the full right, power, and authority to enter into this Exhibit D and to grant the trademark license set forth herein;
(b) the execution, delivery, and performance of this Exhibit D by Lumos does not conflict with or result in a breach of any agreement, order, or judgment to which Lumos is a party or by which it is bound;
(c) to Lumos's knowledge as of the Effective Date, the Licensed Marks do not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; and
(d) the Licensed Marks are not the subject of any pending or, to Lumos's knowledge, threatened litigation, opposition, cancellation proceeding, or other legal challenge as of the Effective Date.
The representations and warranties set forth in this Section 8.1 are consistent with, and supplementary to, Lumos's indemnification obligations for intellectual property infringement under the Agreement.
8.2 Meridian Representations. Meridian represents and warrants to Lumos that:
(a) Meridian shall use the Licensed Marks only in accordance with the terms and conditions of this Exhibit D, the Brand Guidelines, and the Agreement;
(b) Meridian shall not take any action, directly or indirectly, that would impair, diminish, or otherwise adversely affect Lumos's rights in the Licensed Marks or the goodwill associated therewith;
(c) Meridian has the authority to bind its sub-distributors identified in Section 2.3 to the obligations of this Exhibit D; and
(d) Meridian shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Licensed Marks, including without limitation applicable advertising and consumer protection laws in each jurisdiction within the EMEA Territory where Meridian conducts Authorized Resale Activities.
ARTICLE 9 — INDEMNIFICATION
9.1 Cross-Reference to Agreement. The indemnification provisions of the Agreement shall apply in full to any claims, losses, damages, liabilities, costs, and expenses arising from or related to the use of the Licensed Marks by Meridian, its sub-distributors, or its agents under this Exhibit D.
For clarity, the Parties acknowledge and agree that:
(a) Meridian's indemnification obligation under the Agreement extends to all third-party claims arising from Meridian's marketing, promotion, demonstration, or resale of the Lumos Prism™ platform, including without limitation claims arising from: (i) Meridian's misrepresentation of the features, capabilities, or performance of the Lumos Prism™ platform; (ii) Meridian's improper use of the Licensed Marks in violation of this Exhibit D; and (iii) Meridian's use of the Licensed Marks in connection with unauthorized products, services, or activities.
(b) Lumos's indemnification obligation under the Agreement extends to all third-party claims alleging that the Licensed Marks themselves infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, provided that such claims do not arise from Meridian's modification, alteration, or unauthorized use of the Licensed Marks.
(c) The aggregate indemnification cap of fifteen million dollars ($15,000,000) (representing fifty percent (50%) of the total contract value of $30,000,000) applies to all indemnification obligations under the Agreement and this Exhibit D, subject to the following exceptions, which are uncapped: (i) claims arising from willful misconduct; (ii) claims arising from fraud; (iii) breaches of confidentiality obligations; and (iv) claims arising from intellectual property infringement.
ARTICLE 10 — MISCELLANEOUS
10.1 Governing Law. This Exhibit D shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, consistent with the governing law provisions of the Agreement.
10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Exhibit D, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, with the arbitration to be conducted in Los Angeles, California. The provisions of the Agreement governing the selection of arbitrators, the conduct of proceedings, the allocation of costs, and the enforcement of awards shall apply to any arbitration conducted under this Section 10.2.
Notwithstanding the foregoing, the Parties acknowledge that any breach or threatened breach of the trademark license granted hereunder may cause irreparable harm to Lumos for which monetary damages would be an inadequate remedy. Accordingly, Lumos may seek temporary, preliminary, or permanent injunctive relief in any state or federal court of competent jurisdiction located in Santa Clara County, California, in accordance with the Agreement. Lumos may seek emergency injunctive relief without prior notice to Meridian to the extent necessary to prevent imminent, irreparable harm to the Licensed Marks or the goodwill associated therewith.
10.3 Amendment. This Exhibit D may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Parties, except that Lumos may update the Brand Guidelines in accordance with Section 4.8 without the execution of a formal amendment. No waiver of any provision of this Exhibit D shall be effective unless set forth in a written instrument signed by the waiving Party.
10.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Exhibit D shall be delivered in accordance with the notice provisions of the Agreement and shall be addressed as follows:
If to Lumos:
Lumos Analytics Inc.
Attn: Daniel Ostroff, VP, Legal & Compliance
4700 Sandhill Road, Suite 300 Palo Alto, CA 94304
If to Meridian:
Meridian Data Solutions GmbH
Attn: Dr. Anneliese Brandt, General Counsel
Leopoldstraße 78 80802 München, Germany
Either Party may change its notice address by providing written notice to the other Party in accordance with the notice provisions of the Agreement.
10.5 Entire Exhibit; Integration. This Exhibit D, together with Schedule D-1 (Mark Specimens) and Schedule D-2 (Visual Identity Standards) attached hereto and incorporated herein by this reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof — namely, the trademark license and brand guidelines governing Meridian's use of the Licensed Marks — and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings between the Parties with respect to such subject matter. This Exhibit D forms an integral part of the Agreement and is subject to all terms, conditions, and provisions of the Agreement, except to the extent expressly modified herein. In the event of any conflict between this Exhibit D and the Agreement, the terms of the Agreement shall control unless this Exhibit D expressly states otherwise.
SCHEDULE D-1 — MARK SPECIMENS
The following Licensed Marks are subject to the trademark license granted under this Exhibit D. Registration status, applicable jurisdictions, and specimen descriptions are set forth below. Digital vector files (.svg, .eps, .ai) and raster files (.png) for each Licensed Mark are available for download on the Lumos Partner Portal.
Notes:
(a) Marks with "Registered" status shall bear the ® symbol in all uses. Marks with "Pending" status shall bear the ™ symbol in all uses until registration is obtained, at which point Lumos shall notify Meridian to update the symbol accordingly.
(b) Actual specimen images are to be attached in graphic form as supplementary pages to this Schedule D-1. High-resolution digital files in vector format (.svg, .eps, .ai) and raster format (.png at 300 DPI and 72 DPI) are available for download on the Lumos Partner Portal at partner.lumosanalytics.com/brand-assets.
(c) Lumos may update this Schedule D-1 from time to time to reflect new registrations, changes in registration status, or the addition or removal of Licensed Marks, by providing written notice to Meridian.
SCHEDULE D-2 — VISUAL IDENTITY STANDARDS
Section 1 — Logo Specifications
1.1 Logo Construction and Variations. The Licensed Marks include the following logo variations, each of which is constructed on a defined grid system to ensure consistency across all applications:
(a) Primary Logo (Full-Color Horizontal Lockup). The primary logo features the Lumos prism icon positioned to the left of the "Lumos Analytics" or "Lumos Prism" wordmark, rendered in Lumos Indigo (#1A2B6D) with accent elements in Prism Blue (#3C7DFF). This is the preferred logo for all applications where horizontal space permits.
(b) Secondary Logo (Stacked Version). The secondary logo features the Lumos prism icon centered above the wordmark, designed for use in square or vertical format contexts such as social media profile images, app icons, and vertical banner advertisements.
(c) Monochrome — White on Dark. A single-color white version of the logo for use on dark backgrounds (Lumos Indigo or other approved dark backgrounds).
(d) Monochrome — Dark on Light. A single-color Lumos Indigo version of the logo for use on light backgrounds when full-color reproduction is not available.
1.2 Clear Space. The minimum clear space surrounding the logo on all sides is equal to the height of the capital letter "L" in the "Lumos" wordmark as rendered in the specific instance. No text, graphics, borders, or other visual elements may encroach upon this clear space zone.
1.3 Minimum Size. The logo shall not be reproduced at a width smaller than:
•  Print: 24mm (approximately 0.94 inches)
•  Digital: 80 pixels
1.4 Do's and Don'ts. A comprehensive visual reference of approved and prohibited logo treatments is provided as a supplementary attachment to this Schedule D-2 and is available on the Lumos Partner Portal. Key prohibitions are summarized in Section 4.2(f) of this Exhibit D.
Section 2 — Color Palette Reference
The approved color palette for all materials bearing the Licensed Marks is set forth below, with specifications for Pantone (PMS), CMYK, RGB, and Hex reproduction:
Section 3 — Typography Standards
3.1 Lumos Sans Typeface Family. The Lumos Sans typeface is available in the following weights, each with corresponding italic variants:
•  Lumos Sans Light (300)
•  Lumos Sans Regular (400)
•  Lumos Sans Medium (500)
•  Lumos Sans Semibold (600)
•  Lumos Sans Bold (700)
3.2 Usage Hierarchy.
3.3 Fallback Typefaces. Where Lumos Sans is unavailable, the following fallback typefaces shall be used in order of preference: (1) Arial; (2) Helvetica Neue. No other fallback typefaces are approved without Lumos's prior written consent.
Section 4 — Layout and Grid System
4.1 Standard Layout Grid. Marketing collateral bearing the Licensed Marks should be designed on a twelve (12)-column grid system with the following specifications:
•  Margins: 20mm (print) / 5% viewport width (digital)
•  Column Gutter: 4mm (print) / 24px (digital)
•  Baseline Grid: 12pt increments (print) / 8px increments (digital)
4.2 Margin and Gutter Specifications. Detailed margin and gutter specifications for common document formats (A4, US Letter, presentation slides, social media formats) are provided as a supplementary attachment to this Schedule D-2 and are available on the Lumos Partner Portal.
Section 5 — Imagery Guidelines
5.1 Photography Style. Approved photography should convey:
•  Professionalism and expertise in financial services and technology
•  Diversity and inclusion in team and workplace settings
•  Clean, modern environments with natural lighting
•  Technology usage in professional contexts (screens displaying data visualizations, dashboards, and analytics)
5.2 Product Screenshots. Product screenshots used in Marketing Materials must depict the current production version of the Lumos Prism™ platform. Screenshots must be captured at high resolution, free of personally identifiable information or confidential customer data, and must accurately represent the user interface without digital manipulation (other than standard cropping, annotation, and redaction of sensitive data).
5.3 Icon Set. The Lumos icon set is available on the Lumos Partner Portal and includes icons for common concepts, features, and functions of the Lumos Prism™ platform. These icons must be used without modification and in accordance with the color palette and sizing specifications set forth in this Schedule D-2.
SIGNATURE PAGE
EXHIBIT D — TRADEMARK LICENSE AND BRAND GUIDELINES
IN WITNESS WHEREOF, the Parties have caused this Exhibit D to be executed by their respective duly authorized representatives as of the dates set forth below.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
MERIDIAN DATA SOLUTIONS GmbH
By: ________
Name: Florian Eckstein
Title: Geschäftsführer (Managing Director)
Date: March 22, 2024
Color Name | Hex Code | Usage
Lumos Indigo | #1A2B6D | Headlines, primary logo color
Prism Blue | #3C7DFF | Accent elements, hyperlinks, secondary UI elements
Signal White | #FFFFFF | Primary background color, reversed text
Graphite | #4A4A4A | Body text, secondary text elements
Cloud Grey | #E8ECF1 | Secondary background color, divider elements
Accent Gold | #F5A623 | Call-to-action buttons, highlight elements, feature callouts
Mark | Type | Registration Status | Registration No. | Jurisdiction | Specimen Description
Lumos Prism™ | Word Mark | Pending | App. No. 97/482,361 | United States (USPTO) | Standard character mark; see attached specimen
Lumos Prism™ | Word Mark | Pending | App. No. 018764291 | European Union (EUIPO) | Standard character mark; see attached specimen
Lumos Analytics Inc. (Corporate Logo — Horizontal Lockup) | Design Mark | Registered | Reg. No. 6,842,117 | United States (USPTO) | Full-color horizontal lockup depicting the Lumos prism icon adjacent to the "Lumos Analytics" wordmark; see attached specimen
Lumos Prism™ (Combined Logo — Icon + Wordmark) | Composite Mark | Pending | App. No. 97/482,365 | United States (USPTO) | Combined mark depicting the Lumos prism icon above or adjacent to the "Lumos Prism" wordmark; see attached specimen
Lumos AI | Word Mark | Pending | App. No. 97/501,229 | United States (USPTO) | Standard character mark; see attached specimen
Color Name | Hex | Pantone (PMS) | CMYK | RGB
Lumos Indigo | #1A2B6D | PMS 2758 C | C:95 M:82 Y:0 K:28 | R:26 G:43 B:109
Prism Blue | #3C7DFF | PMS 2727 C | C:76 M:46 Y:0 K:0 | R:60 G:125 B:255
Signal White | #FFFFFF | N/A | C:0 M:0 Y:0 K:0 | R:255 G:255 B:255
Graphite | #4A4A4A | PMS Cool Gray 11 C | C:0 M:0 Y:0 K:85 | R:74 G:74 B:74
Cloud Grey | #E8ECF1 | PMS Cool Gray 1 C | C:5 M:2 Y:0 K:3 | R:232 G:236 B:241
Accent Gold | #F5A623 | PMS 137 C | C:0 M:35 Y:90 K:0 | R:245 G:166 B:35
Element | Typeface | Weight | Size (Print) | Size (Digital) | Line Spacing
H1 — Primary Heading | Lumos Sans | Bold (700) | 28pt | 36px | 1.2x
H2 — Secondary Heading | Lumos Sans | Semibold (600) | 22pt | 28px | 1.25x
H3 — Tertiary Heading | Lumos Sans | Medium (500) | 18pt | 22px | 1.3x
H4 — Quaternary Heading | Lumos Sans | Medium (500) | 14pt | 18px | 1.35x
Body Text | Lumos Sans | Regular (400) | 10pt | 16px | 1.5x
Caption / Footnote | Lumos Sans | Light (300) | 8pt | 12px | 1.4x

EXHIBIT D

TRADEMARK LICENSE AND BRAND GUIDELINES

Record

Parties

Dates

Amounts