LEO CHIEF OF STUFF, INC. MASTER LICENSE AND SERVICES AGREEMENT

THIS MASTER LICENSE AND SERVICES AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU, THE LEGAL ENTITY IDENTIFIED IN THE PURCHASE ORDER (THE “ORDER”) EXECUTED BETWEEN YOU ("CUSTOMER") AND LEO CHIEF OF STUFF, INC. A DELAWARE CORPORATION WITH OFFICES AT ALLEY, 119 WEST 24TH ST, NYC (TOGETHER WITH ITS AFFILIATES, INCLUDING ITS DIRECT SUBSIDIARY LEO CHIEF OF STUFF LTD. (“LEO”). 

BY EXECUTING THE PURCHASE ORDER OR OTHERWISE DOWNLOADING, INSTALLING, OPERATING OR OTHERWISE USING THE LEO PLATFORM, YOU ARE EXPRESSLY AND EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE LEO PLATFORM AND YOU MUST PROMPTLY UNINSTALL THE LEO PLATFORM, AND ANY PART THEREOF, FROM YOUR SYSTEM. 

Recitals

Whereas, Leo helps insurance agents and brokers to provide personalized and relevant insurance service while cutting costs, appealing to new audiences and providing world-class customer service. Powered by AI/NLP and NLQ technology, the Leo Platform (as further defined below) is provided as a software as a service application which bridges natural language to structured analytics, this way making the information approachable to a wide range of users; 

Whereas, the Leo Platform includes a state-of-the-art AI Personal Sales Assistant.

Whereas, Customer is a leader in the insurance industry and wishes to have access to the Leo Platform and Leo wishes to grant Customer access to the Leo Platform on the terms set forth herein.

Now, therefore, in consideration of the mutual promises and covenants contained here, the parties agree as follows:

  1. Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 11.

  2. Services.

    1. License.  Leo shall make the Leo Platform available to Customer pursuant to the terms of this Agreement, the relevant Order during the Subscription Term [and the Leo Platform terms of service available at https://www.meetleo.com/terms-and-conditions (the “Terms of Service”)]. Other than the Customer Software (as such term is defined below), the Leo Platform will be hosted by Leo and provided to the Customer as a service (via a web/mobile application downloadable directly by the number of users specified in the applicable Order). Leo hereby grants to Customer, and Customer hereby accepts, a limited, non-exclusive, non-sublicensable, non-transferable and irrevocable (unless terminated in accordance with this Agreement) license to remotely access and use the Leo Platform and install and use the Customer Software (as defined below) in connection with the Leo Platform, solely for Customer’s internal business purposes, during the Term and in accordance with and subject to the terms set forth in this Agreement. It is hereby clarified that the Customer has no rights in respect to the source code or executable code of the Leo Platform.

    2. Affiliates. If an Order explicitly provides Customer the right to allow its Affiliate to use the Leo Platform, Customer shall ensure that each such Affiliate complies with the terms and conditions therein and Customer shall be responsible for any breach of this Agreement by any such Affiliate. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Customer, where “Control” means ownership, directly or indirectly, of 50% or more of the voting interest.

    3. Documentation. Leo may make available to the Costumer certain Documentation to be used for Customer's internal business purposes and solely in connection with the Customer's use of the Leo Platform, during the Subscription Term. 

    4. Use of the Leo Platform. Without derogating from the terms of this Agreement, additional limitations on Customer’s scope of use of the Leo Platform are set forth in the Terms of Service and may be set forth in the Order.  The use of the Leo Platform is priced as described in the Order. Leo will provide Customer access to the Leo Platform solely by Users authorized by Customer. Customer administrators may reassign a User account during the Subscription Term, if a former User no longer requires access to or use of the Leo Platform. All Users must be employees, agents or service providers of Customer who are explicitly authorized by the Customer to use the Leo Platform, and Customer will be responsible for such Users’ adherence to the terms of this Agreement.

    5. Support. During the Subscription Term, Leo will provide Customer with Leo’s standard level of support as indicated in the Leo’s Service Level Agreement (SLA), attached to the Order, at no additional charge.  Additional support is available at additional fees as specified in the Order or as shall be agreed in writing by Leo and Customer.

    6. Customer Responsibilities; Access to Agency Management System. Customer will be: (a) responsible for Users’ compliance with this Agreement and shall use the Leo Platform only in accordance with the Leo
      Documentation, (b) responsible for the accuracy, integrity, and legality of Customer Data and the means by which it acquires and uses such Customer Data, and (c) solely responsible for determining the suitability of the Leo Platform for Customer’s business and complying with any regulations and laws, (including, without limitation, export, data protection and privacy laws) applicable to Customer Data and Customer’s use of the Leo Platform. Customer understands that in order for the Leo Platform to operate as intended it requires access to Customer’s agency management system (currently Vertafore) and therefore Customer shall grant Leo and the Leo Platform such access for the sole purpose of the provision of the services provided by the Leo Platform. 

    7. Restrictions. Customer shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to all or any portion of the Leo Platform, or provide the Leo Platform on a timesharing, service bureau or other similar basis; (b) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Leo Platform; (c) use the Leo Platform, or permit it to be used, for purposes of Leo Platform evaluation, benchmarking or other comparative analysis without Leo’s prior written consent (other than for its internal analysis purposes and subject to the confidentiality obligations set out herein); (d) modify, incorporate into or with other software, create a derivative work, disassemble, decompile, reverse engineer, revise or enhance the Leo Platform or attempt to discover the Leo Platform’s source code or the underlying ideas or algorithms of the Leo Platform; (e) use the Leo Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (f) use the Leo Platform for any purpose other than for the purpose for which the Leo Platform is designated for, other than in compliance with the terms of this Agreement, or in any unlawful manner; (g) circumvent, disable or otherwise interfere with security-related features of the Leo Platform or features that enforce limitations on the use of the Leo Platform; (h) ship, transfer, or export the Leo Platform into any country, or make available or use the Leo Platform in any manner, prohibited by applicable laws; or (i) access, store, distribute, or transmit during the course of its use of the Leo Platform any Malicious Code.

    8. Professional Services. If the Order indicates that Leo will provide any customization, installation, training, or similar services, Leo shall provide such services as described in the Order for the fees described therein.

    9. Customer Software.  Leo may provide Customer with certain software which should be installed on the Customer's systems to facilitate use of the Leo Platform (the “Customer Software”) to the extent explicitly set forth in an Order. The Customer shall comply with the installation instructions provided by Leo in the Documentation or otherwise in connection with the Customer Software. 

    10. Third-Party Software. The Leo Platform is based on software developed and owned by Leo and/or its licensors, and may use or include third party software, files and components that are subject to open source and third-party license terms (“Third-Party Components”). The Customer's right to use such Third-Party Components as part of, or in connection with, the Leo Platform is subject to any applicable acknowledgements and license terms attached to such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Under no circumstances shall the Leo Platform or any portion thereof (except for the Third-Party Components contained therein) be deemed to be "open source" or "publicly available" software. A list of Third-Party Components is available upon request and will be updated from time to time. The licenses of certain Third-Party Components may require the provision of the source code of these Third-Party Components, and we will provide, during a period set forth by each such license, for a charge of no more than our cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange

Customer Data. 

  1. Processing of Customer Data. Customer is solely responsible for entering and/or uploading its Customer Data into the Leo Platform. Leo will have the right to the Customer Data for the sole purpose of providing the Leo Platform to Customer and to perform its obligations under this Agreement, including to prevent or address support, service or technical problems. Customer shall not upload any Customer Data into the Leo Platform without sufficient rights to do so.  Without limiting the foregoing, Customer, and not Leo, will be responsible to enter into any licenses from third parties who may have intellectual property rights in the Customer Data that may be necessary to use the Customer Data in connection with the Leo Platform, and Customer shall ensure that its use of the Customer Data complies with any non-disclosure obligations of Customer, and any applicable privacy policies or laws. Customer represents and warrants that it will upload or transmit to the Leo Platform any data regulated pursuant to any data protection or privacy law, rule, order or regulation of any governmental entity having jurisdiction over such data, including without limitation HIPAA (together, “Data Privacy Regulation”) only in full compliance with the Data Privacy Regulation. 

To the extent any data uploaded or transmitted by Customer requires the consent of data subjects in order to lawfully do so pursuant to the Data Privacy Regulation, Customer undertakes to upload such data only after all relevant consents required by the Data Privacy Regulation has been lawfully obtained.

  1. Security. Leo will use reasonable and customary technical measures to protect against accidental or unauthorized destruction, loss, alteration or disclosure of Customer Data, and reasonable and customary security programs and procedures to ensure that unauthorized persons will not have access to any equipment used by Leo to process Customer Data. Leo will not be responsible for any liability or loss arising from Customer storing any personal data via the Leo Platform. 

  2. Analytics Information. In the course of providing Customer with the Leo Platform, Leo may also collect, use, process and store any anonymous information which is derived from the use of the Leo Platform and related services by Customer (i.e., non-identifiable information, aggregated or analytics information) (“Analytics Information”). Leo will have the right to use such data for its internal legitimate purposes, to improve the Leo Platform, and for diagnostic or system monitoring purposes without transferring such data to third parties. Leo is and shall remain the sole and exclusive owner of the Analytics Information.

  1. Proprietary Rights.

    1. Ownership of Leo Platform and Modifications. The Leo Platform is not for sale and is and shall remain Leo’s sole property. Leo retains all right, title and interest, including all intellectual property rights, in and to the Leo Platform. In the event Leo prepares any modification of the Leo Platform at Customer’s request, the parties may enter into a separate written professional services agreement.  Unless the parties do so in advance in writing, Leo will retain all right, title and interest in and to any such modifications. 

    2. Suggestions. Customer or its Users may provide suggestions, enhancement or feature requests or other feedback to Leo with respect to the Leo Platform (collectively, “Feedback”). All Feedback will be given by Customer entirely voluntarily. 

  2. Payment.

    1. Fees and Payment. Customer shall pay all fees specified in the relevant Order and such fees are payable in United States dollars (unless expressly agreed otherwise in an Order), are exclusive of taxes. Fees are due no later than 30 days after the invoice date, unless otherwise noted in the Order. Leo will invoice Customer based on the billing information in the Order. 

    2. Additional Capacity; Additional Features. Additional subscription capacity may be added during a Subscription Term at Leo’s then-current fees, unless agreed otherwise in the applicable Order.  All such additional capacity must be purchased in advance.  If Customer elects to increase its capacity during a given month of the Subscription Term, unless otherwise set forth in the Order, Leo shall pro-rate fees for such additional capacity for any partial month of the Subscription Term. In the event that Customer shall require additional features from the Leo Platform and Leo will be able to provide such features, and the Parties shall wish that such additional features will be added to the Leo Platform; the Parties shall execute an Order that shall include the description of such additional features and the agreed pricing thereof. 

    3. Renewal. The subscription fees for each Subscription Term shall be as set forth in each applicable Order. Leo may issue a quotation in advance of the expiration of the then current Subscription Term.

    4. Overdue Charges. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.  Customer shall reimburse Leo for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. If any undisputed charge owing by Customer to Leo remain unpaid 30 days after its due date, Leo may, without limiting its rights and remedies, suspend Customer’s use of the Leo Platform until such amounts are paid in full. Unless otherwise provided in an Order, fees specified in quotes or Orders, do not include any Taxes, and Customer is responsible for payment and reimbursement of all Taxes associated with its purchases hereunder, excluding any Taxes based on Leo’s net income.

  3. Term and Termination. 

    1. Term. This Agreement commences on the Effective Date and continues through the Subscription Term until all Orders hereunder have expired or have been terminated. The Subscription Term shall be as specified in the applicable accepted Order. 

    2. Termination by Customer or Leo. Either party may terminate this Agreement and any then-current Order prior to the end of a Subscription Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for 30 days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 

    3. Effect of Termination. Upon expiration or termination of this Agreement, the rights granted under this Agreement and any then-current Orders will be immediately revoked and Leo may immediately deactivate Customer’s account. Leo may keep copies of Customer Data solely to the extent necessary for the performance of its obligations under this Agreement; however, Leo will not be obligated to keep Customer Data after the date of termination except as may be specifically set forth in an Order. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Leo for any period prior to the effective date of termination, unless otherwise stated in this Agreement.

    4. Surviving Provisions. Sections 3, 4, 5.5, 6.3, and 7 – 12 shall survive termination or expiration of this Agreement.

  4. Confidentiality.

    1. Confidentiality. The receiving party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement and (ii) limit access to any Confidential Information of the disclosing party, except (a) for those employees, representatives, or contractors of the receiving party who require access to the Confidential Information to enable receiving party to exercise its rights and obligations under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose third-party confidential or proprietary information disclosed to such party; or (b) as disclosure may be required by law or governmental regulation, subject to the receiving party providing to the disclosing party written notice to allow the disclosing party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the receiving party’s use of information: (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to the disclosing party’s Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of this Agreement. The receiving party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. The terms of this Agreement and Leo Platform source code of the Leo Platform are Confidential Information of Leo or its licensors. 

    2. Destruction. Within 5 days after a disclosing party’s request, the receiving party shall return or destroy the disclosing party’s Confidential Information; provided, however, that the receiving party shall be entitled to retain archival copies of the Confidential Information of the disclosing party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law. 

  5. Warranties. 

    1. Leo Warranties. Leo warrants that (a) the Leo Platform shall perform materially in accordance with the Documentation; (b) it has obtained all rights and licenses required to offer the Leo Platform and that to its knowledge the Leo Platform does not infringe or violate any intellectual property rights of any third party; and (b) Leo will use commercially reasonable measures to detect whether the Leo Platform contains any Malicious Code. If the Leo Platform does not conform to the warranty specified above and before Customer pursues any other remedies, Customer must notify Leo in writing no later than 30 days after the breach of warranty, and Leo agrees to use commercially reasonable efforts to cure the non-conforming portions of the Leo Platform. Leo is not responsible for any non-compliance resulting from or caused by any (i) Malicious Code present in Customer Data, (ii) modifications made by anyone other than Leo or its agents or (iii) software not supplied by Leo. Customer’s sole and exclusive remedy for a breach of any of warranties contained in this Section shall be to terminate the Agreement for cause and, notwithstanding anything to the contrary in this Agreement, have Leo refund to Customer the pro rata unused portion of any prepaid fees. Since the services provided by the Leo Platform are based on Customer Data, Leo makes no representations or warranties concerning the accuracy of the data and outputs generated by the Leo Platform. 

    2. Reciprocal Warranty. Each party warrants to the other party that it has the legal power and authority to enter into this Agreement. 

    3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE LEO PLATFORM IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  

  6. Third Party Claims.

    1. Leo. Leo shall at its expense (a) defend or settle any third party claims, actions and demands brought against Customer and its officers, directors, employees or agents, where the third party claimant expressly asserts that (i) the Leo Platform infringes such third party’s trademarks, copyrights or US patents, (ii) Leo misappropriated such third party’s trade secrets in the development of the Leo Platform, or (iii) a breach of Leo’s information technology systems resulting in the theft or disclosure Personally Identifiable Information (PII) has occurred,; and (b) pay damages, if any, finally awarded by a court of competent jurisdiction against Customer indemnified parties or agreed upon in settlement by Leo (including other reasonable out-of-pocket costs incurred by Customer, including reasonable attorneys’ fees, in connection with enforcing this Section 9.1), subject to the exclusions (1)-(4) set forth below. Leo has no obligation to Customer under this Section for any claim, action or demand to the extent that such claim, demand or action is based on: (1) Third Party Software or Customer Data, (2) modifications where the Leo Platform would not infringe (including by way of example, Modifications made by Customer, but excluding Modifications made by Leo or its agents), (3) combination of the Leo Platform with other software, processes or materials where the Leo Platform would not infringe except for such combination, or (4) Customer’s use of the Leo Platform not in accordance with this Agreement. In the event that Leo believes the Leo Platform, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section applies, then Leo may, in its discretion and at its sole expense: (1) procure for Customer the right to continue using such Leo Platform or any applicable part thereof, (2) replace such Leo Platform, or infringing part thereof, with a non-infringing version (or part thereof), (3) modify such Leo Platform, or infringing part thereof, so as to make it non-infringing, or (4) in the event that (1), (2) or (3) are not commercially feasible, then Customer shall have the right to terminate this Agreement solely with respect to the infringing Leo Platform, and, notwithstanding anything to the contrary in this Agreement, have Leo refund to Customer the pro rata unused portion of any pre-paid service fees. This Section states Leo’s sole liability to, and Customer’s exclusive remedy for, infringement claims of any kind in connection with the Leo Platform or services delivered under or in connection with this agreement.

    2. Customer. Customer shall at its expense (a) defend or settle any third party claims, actions and demands brought against Leo and its officers, directors, employees and agents; and (b) pay all damages, if any, finally awarded against the Leo indemnified parties or agreed upon in settlement by Customer (including other reasonable out-of-pocket costs incurred by Leo, including reasonable attorneys’ fees, in connection with enforcing this Section) arising from: (i) Customer’s breach or violation of Customer’s responsibilities under Sections 2.4, 2.6, or 2.7 (ii) claims that Customer Data or use thereof in the Leo Platform infringes or violates the rights of a third party, or (iii) claims that Customer’s or its Users’ use of the Leo Platform or services in violation of this Agreement infringes or violates the rights of such third party.

    3. Indemnification Procedures. The party entitled to seek coverage pursuant to this Section (the “Indemnified Party”) shall: (a) promptly notify the other party obligated to provide such indemnification (the “Indemnifying Party”) in writing of any such claim;(b) give sole control of the defense and settlement of any such claim to the Indemnifying Party (provided that Indemnifying Party may not settle any claim in a manner that adversely affects Indemnified Party’s rights, imposes any obligation or liability on the Indemnified Party or admits liability or wrongdoing on the part of Indemnified Party, in each case, without Indemnified Party’s prior written consent); and (c) provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. The Indemnified Party may join in defense with counsel of its choice at the Indemnified Party’s own expense.

  7. Limitation of Liability.

    1. Limitation on All Damages. EXCEPT FOR CUSTOMER’S OBLIGATIONS TO PAY FEES UNDER ANY ORDER ISSUED UNDER THIS AGREEMENT, AND LIABILITY ARISING OUT OF LEO’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAYABLE BY CUSTOMER TO LEO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

    2. Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE).

  8. General.

    1. Export Compliance. Leo Platform is subject to all applicable export control laws and regulations, including, without limitation, those of the United States government. 

    2. Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Orders), without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void.

    3. Relationship of the Parties. Leo and Customer are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

    4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

    5. Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of New York and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Customer and Leo agree to submit to the personal and exclusive jurisdiction of the courts located in New York City ,New York  . The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

    6. Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to Customer at the address Customer provides, or, in the case of Leo, to the address for Leo set forth above. Notices regarding the Leo Platform in general may be given by electronic mail to Customer’s e-mail address on record with Leo.

    7. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s reasonable control, and denial of service attacks.

    8. Entire Agreement. This Agreement and any Orders represent the entire agreement of the parties concerning its subject matter and is intended to be the final expression of their Agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement or an Order shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Customer and Leo. 

    9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

  9. Definitions.

    1. “Customer Data” means any data, information or material provided, submitted and/or otherwise processed by Customer in the Leo Platform. 

    2. “Confidential Information” means information that one party provides to the other party during the term of this Agreement that is identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

    3. “Documentation” means the user guides, operating manuals and all other descriptions of the Leo Platform. The Documentation shall be considered part of Leo's Confidential Information.

    4. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.

    5. “Modifications” means any work based on or incorporating all or any portion of the Leo Platform, including, without limitation, modifications, enhancements and customizations to the Leo Platform developed by Leo.

    6. “Order” means a document for purchases of services hereunder, prepared by Leo, signed by Customer, and accepted by Leo. Any number of Orders may be executed and added as an exhibit to this Agreement.

    7. “Leo Platform” means Leo’s proprietary ‘LeO Insights’ product, including the Customer Software and any software code, utility, application software interface or tools related to the Leo Platform and the Customer Software and any updates, upgrades, versions, enhancements, improvements and modifications thereof. Unless context otherwise requires, the term “Leo Platform” shall include the Documentation.

    8. “Subscription Term” means the period of time which Customer may access the Leo Platform as set forth in an Order.

    9. “User” means an individual employee, contractor or agent of Customer authorized to use the Leo Platform for which Service has been purchased.

    10. “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.

I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.