This Master Services Agreement (this “MSA”) is made and entered into between Lumeo, Inc. (“Lumeo”) and the customer set forth in the applicable Order Form (“Customer”). This MSA sets forth the terms pursuant to which Customer will be permitted to use and receive access to certain Products (defined below), in each case as identified in one or more Order Forms (defined below). Each of Lumeo and Customer is a “Party” and together, the “Parties.”

1. STRUCTURE
   1. Order Forms; Agreement. This MSA, together with the Order Form that incorporates this MSA by reference (collectively, the “Agreement”), sets forth the terms and conditions on which Lumeo may make available to Customer its visual analytics platform (the “Service”) and any other products and services that may be made available by Lumeo (collectively, the “Product(s)”) as expressly identified in a quote, order form, statement of work, or other ordering document that (a) is signed by the Parties and (b) expressly references and incorporates this MSA (each, an “Order Form”).
   2.  Hardware. Customer acknowledges that its use of the Service requires certain hardware components identified in the Documentation as being compatible and meeting required specifications for operating the Service. Customer is solely responsible for procuring any and all necessary hardware to use the Service. Lumeo may offer certain hardware for sale to Customer but Lumeo cannot guarantee that it will be able to sell to Customer all hardware needed by Customer for the Service.
   3. Order Form Term. Renewal of any Order Form may be conditioned on and subject to Customer’s agreement to changes to the Agreement. Termination of the Agreement will terminate all Order Form Terms. Customer acknowledges that its access to Products (or certain features thereof) may be automatically disabled upon expiration of the applicable Order Form Term.
   4. Additional Terms. Certain Products may be subject to one or more additional documents that contain terms relevant to the particular Product which may be provided by Lumeo from time to time (“Additional Terms”). All Additional Terms are deemed incorporated into the Agreement.
   5. Order of Precedence. Any conflict between the terms contained in an Order Form, Additional Terms, or this MSA will be resolved according to the following order of precedence: (1) the Order Form; (2) the Additional Terms; and (3) this MSA.
2. PRODUCT RIGHTS AND RESTRICTIONS
   1. Right to Access. Subject to the terms and conditions of this Agreement, Customer may access and use the Service for its business purposes, including in providing Customer’s own services to its customers, solely (i) for the Order Form Term set forth in the applicable Order Form, and (ii) in accordance with all applicable Documentation and the restrictions set forth in the Agreement (including the applicable Order Form).
   2. Additional Features. Customer acknowledges that not all of the features or functionality of the Products may be available at Customer’s subscription level irrespective of whether such feature or functionality is described in the Documentation, and that access to such features or functionality may require payment of additional fees or the purchase of additional licenses.
   3. Use Restrictions. Except as otherwise explicitly provided in the Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: rent, lease, or otherwise permit third parties (or other persons not authorized by the Agreement) to use a Product or the Documentation;  use a Product to provide services to third parties (e.g., as a service bureau);  use a Product for any benchmarking activity or in connection with the development of a competitive product;  circumvent or disable any security or other technological features or measures of a Product or use the product in a manner that Lumeo reasonably believes poses a threat to the security of Lumeo-controlled computer systems;  modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization from a Product (except to the extent that applicable law prevents the prohibition of such activities); or  use or access any Product in a manner that materially impacts or burdens Lumeo or Lumeo’s servers and other computer systems, interferes with Lumeo’s ability to make available any Product to any third party, or otherwise breaches Lumeo’s Acceptable Use Policy (defined in Section 2.7).
   4. Documentation. To the extent that a Product is accompanied by any Lumeo-provided user manuals, help files, specification sheets, or other documentation, in whatever form, relating to a Product (“Documentation”), Lumeo hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license under Lumeo’s rights in the Documentation to use such Documentation solely to enable Customer to exercise its rights under the applicable license to or grant of access and usage rights for such Product set forth in Section 2.1.
   5. Third Party Products and Components. Any third party products that are provided by Lumeo in connection with the Products are provided pursuant to the terms of the applicable third party agreement, and Lumeo assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products. Additionally, the Products may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Products are provided to Customer subject to the terms of the Agreement, nothing in the Agreement is intended to prevent or restrict Customer from obtaining Third-Party Components under the applicable third-party licenses or to limit Customer’s use of Third-Party Components under those third-party licenses.
   6. Compliance with Laws. Customer will use the Products and Documentation in compliance with all applicable laws and regulations.
   7. Acceptable Use Policy. Customer agrees to adhere to Lumeo’s Acceptable Use Policy, located at https://lumeo.com/legal/aup (the “AUP”). For clarity, Customer’s breach of the AUP is grounds for Lumeo’s immediate termination of this Agreement.
   8. Protection against Unauthorized Use. Customer will prevent any unauthorized use of the Products and Documentation and will immediately notify Lumeo in writing of any unauthorized use of which Customer becomes aware. Customer will immediately terminate any unauthorized use by persons having access to a Product or Documentation through Customer.
   9. Ownership. As between Lumeo and Customer, Customer retains all right, title, and interest, including all intellectual property rights, in and to any (i) data, materials or information that Customer uploads or inputs into a Product or otherwise makes available to Lumeo, including in connection with Customer’s use of a Product, or (ii) outputs generated for Customer by the Service in connection with Customer’s use of a Product, excluding Lumeo IP (defined below) (collectively, “Customer Materials”). Customer hereby grants Lumeo a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, transmit, store, host and disclose the Customer Materials: (a) during the Term, for the purpose of exercising Lumeo’s rights and performing its obligations under the Agreement and (b) in perpetuity, in an aggregated form that does not identify Customer as the source thereof, for its business purposes, including to develop and improve Lumeo’s and its Affiliates’ products and services. Customer represents and warrants that Customer has all rights necessary to grant Lumeo the licenses set forth in this Section 2.9 and to enable Lumeo to exercise its rights under the same without violation or infringement of the rights of any third party. As between the Parties, Lumeo owns all right, title, and interest, including all intellectual property rights, in and to the Products, Documentation, and any improvements to any Lumeo products or services made as a result of Lumeo’s use, processing, or generation of Customer Materials (collectively, “Lumeo IP”). During the Term, Customer may request that Lumeo make available to Customer a copy of Customer Materials stored in certain Products, and Lumeo may agree to do so for an additional fee.
   10. Feedback. If Customer provides any feedback to Lumeo concerning the functionality and performance of a Product or any Documentation (including identifying potential errors and improvements), Customer hereby grants to Lumeo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the feedback in any manner and for any purpose, including to improve the Products and create other products and services.
   11. Technical Support Services. For so long as Customer is current with its payment of the fees specified for support services under an Order Form, Lumeo will use reasonable efforts to provide Customer with its standard technical support services relating to the Products as specified in the Order Form.
3. FEES AND PAYMENT
   1. Fees and Payment Terms. Customer will pay Lumeo the fees and any other amounts owing under the Agreement as specified in the applicable Order Form, including, where applicable, any early termination fees specified on the Order Form. Customer will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including reasonable attorneys’ fees) incurred by Lumeo to collect any amount that is not paid when due. Amounts due from Customer under the Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. Except as provided above, each Party will be responsible for its own expenses incurred in rendering performance under the Agreement and each applicable Order Form.
   2. Taxes. Other than net income taxes imposed on Lumeo, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from the Agreement. Customer will pay any additional Taxes as are necessary to ensure that the net amounts received by Lumeo after all such Taxes are paid are equal to the amounts to which Lumeo would have been entitled in accordance with the Agreement if such additional Taxes did not exist.
4. TERM AND TERMINATION
   1. Term. This MSA will remain in effect with respect to each Order Form for the duration of the applicable Order Form Term, unless terminated in accordance with this Section 4 (the “Term”).
   2. Termination for Material Breach. Either Party may terminate the Agreement if the other Party does not cure its material breach of the Agreement within 30 days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this Section 4.2 will take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 30-day cure period. Notwithstanding the foregoing, Lumeo may immediately terminate the Agreement upon notice to Customer if Lumeo reasonably believes that Customer has made or distributed any unauthorized copies of any Product, has violated Section 2.3, has attempted to assign or sublicense any right granted by the Agreement except as expressly permitted in the Agreement, or has otherwise taken any actions that threaten or challenge Lumeo’s intellectual property rights, including rights in and to any Product. Without limiting any other provision of this Section 4.2, if Customer fails to timely pay any fees, Lumeo may, without limitation to any of its other rights or remedies, suspend access to Products under all Order Forms until it receives all amounts due.
   3. Termination for Bankruptcy or Insolvency. Either Party may terminate the Agreement if the other Party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within 120 days, or makes any assignment for the benefit of creditors.
   4. Post-Termination Obligations. If the Agreement is terminated for any reason,  Customer will pay to Lumeo any fees or other amounts that have accrued prior to the effective date of the termination,  any and all liabilities accrued prior to the effective date of the termination will survive, and  Customer will provide Lumeo with a written certification signed by an authorized Customer representative certifying that all use of Products and Documentation by Customer has been discontinued and that all Confidential Information in Customer’s possession or control has been returned or destroyed.
   5. Survival. Notwithstanding anything to the contrary herein, Sections 2.3, 2.8, 2.9, 3, 4.4, 4.5, 5, 7, 8, 9, and 10 will survive termination or expiration of the Agreement.
5. CONFIDENTIALITY
   1. Definition. As used herein, “Confidential Information” means all confidential information disclosed by or otherwise obtained from a Party (“Disclosing Party”) to or by the other Party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Confidential Information” of a Disclosing Party includes such Disclosing Party’s business and marketing plans, technology and technical information, product plans and designs, and business processes. Without limiting the foregoing, Lumeo’s “Confidential Information” includes each Product, all Documentation, all Lumeo technical information, and all information concerning Product-related database structure information and schema. However, “Confidential Information” does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
   2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement and (b) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding the foregoing, Lumeo is permitted to disclose Confidential Information of Customer on a need to know basis to employees, contractors, and agents of its Affiliates. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. “Affiliate” means any corporation, partnership, joint venture, or other entity: (i) as to which a Party owns or controls, directly or indirectly, stock or other interest representing more than 50% of the aggregate stock or other interest entitled to vote on general decisions reserved to the stockholders, partners, or other owners of such entity; (ii) if a partnership, as to which a Party or another Affiliate is a general partner; or (iii) that a Party otherwise is in common control with, controlled by, or controls in matters of management and operations.
6. AUDIT
   1. Compliance Records. Customer acknowledges that Lumeo will have the right to implement in the Products testing, compliance, and monitoring tools and technologies to collect data concerning Customer’s usage of such Products. Nothing in the Agreement will be construed to limit Lumeo’s right to use such data to verify Customer’s compliance with the Agreement and make improvements to Products.
7. WARRANTIES AND DISCLAIMER
   1. Mutual Warranties. Each Party represents and warrants to the other that:  the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms;  no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of the Agreement; and  the execution, delivery, and performance of the Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
   2. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7 OR AN ORDER FORM, LUMEO MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. LUMEO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. LUMEO DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS, DELIVERABLES OR PROFESSIONAL SERVICES. LUMEO DOES NOT WARRANT THAT THE PRODUCTS, DOCUMENTATION, DELIVERABLES OR PROFESSIONAL SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE PRODUCTS OR DELIVERABLES, OR PROVISION OF THE PROFESSIONAL SERVICES WILL BE SECURE OR UNINTERRUPTED. LUMEO DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY A PRODUCT, DELIVERABLES OR DOCUMENTATION, OR IN CONNECTION WITH THE PROFESSIONAL SERVICES, IS ACCURATE OR COMPLETE OR THAT ANY SUCH INFORMATION WILL ALWAYS BE AVAILABLE. LUMEO EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF, CUSTOMER’S USE OF THE PRODUCTS, DELIVERABLES OR DOCUMENTATION OR RECEIPT OF THE PROFESSIONAL SERVICES.
8. INDEMNIFICATION
   1. Defense by Lumeo. Lumeo will, at its expense, either defend Customer from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that Customer’s use of a Product infringes or misappropriates any patent, copyright, or trademark if:  Customer gives Lumeo prompt written notice of the Claim;  Customer grants Lumeo full and complete control over the defense and settlement of the Claim;  Customer provides assistance in connection with the defense and settlement of the Claim as Lumeo may reasonably request; and  Customer complies with any settlement or court order made in connection with the Claim. Customer will not defend or settle any Claim subject to indemnification under this Section 8.1 without Lumeo’s prior written consent. Customer will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Lumeo will have sole control over the defense and settlement of the Claim.
   2. Indemnification by Lumeo. Lumeo will indemnify Customer from and pay all damages, costs, and attorneys’ fees finally awarded against Customer in any Claim under Section 8.1;  all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of a Claim under Section 8.1 (other than attorneys’ fees and costs incurred without Lumeo’s consent after Lumeo has accepted defense of the Claim); and all amounts that Lumeo agrees to pay to any third party to settle any Claim under Section 8.1.
   3. Exclusions from Obligations. Lumeo will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon any of the following (the “Excluded Claims”):  use of a Product in combination with other products or services not provided by Lumeo if such infringement or misappropriation would not have arisen but for such combination;  use of a Product by Customer for purposes not intended or outside the scope of the license granted to Customer;  Customer’s failure to use a Product in accordance with instructions provided by Lumeo, if the infringement or misappropriation would not have occurred but for such failure; or  any modification of a Product not made or authorized in writing by Lumeo where such infringement or misappropriation would not have occurred absent such modification.
   4. Remedy. If Lumeo becomes aware of, or anticipates, a Claim subject to indemnification under Sections 8.1 and 8.2, then Lumeo may, at its option (a) modify the Products that are the subject of the Claim so that they become non-infringing, or substitute functionally equivalent products; (b) obtain a license to the third-party intellectual property rights giving rise to the Claim; or (c) terminate the affected Order Form(s) on written notice to Customer and refund to Customer any pre-paid but unused fees.
   5. Limited Remedy. Sections 8.1, 8.2, 8.3, and 8.4 state Lumeo’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by a Product.
   6. Defense by Customer. Customer will defend Lumeo from any actual or threatened third-party Claim arising out of or based upon Customer’s use of a Product, provision of the Customer Materials, Lumeo’s use of Customer Materials to provide the Products, or breach of any of the provisions of the Agreement, or that is an Excluded Claim. Lumeo agrees to: (a) give Customer prompt written notice of the Claim; (b) grant Customer full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Lumeo will not defend or settle any Claim subject to indemnification under this Section 8.6 without Customer’s prior written consent. Lumeo will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.
   7. Indemnification by Customer. Customer will indemnify Lumeo from and pay all damages, costs, and attorneys’ fees finally awarded against Lumeo in any Claim under Section 8.6;  all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Lumeo in connection with the defense of a Claim under Section 8.6 (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and all amounts that Customer agrees to pay to any third party to settle any Claim under Section 8.6.
9. LIMITATIONS OF LIABILITY
   1. Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PARTY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF IT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL LUMEO BE LIABLE FOR ANY LOSS OF DATA STORED IN, OR IN CONNECTION WITH, A PRODUCT.
   2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL LUMEO’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO LUMEO UNDER THE ORDER FORM WITH RESPECT TO WHICH THE LIABILITY AROSE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
   3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LUMEO TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
10. GENERAL
    1. Relationship. Lumeo will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Agreement.
    2. Use of Brand Name. Subject to Customer’s consent (which will not be unreasonably withheld), Lumeo may use the name, brand, or logo of Customer (or Customer’s parent company) solely for the purpose of identifying Customer as a licensee or customer of Lumeo in a ‘customer’ section of Lumeo’s website, brochures, or other promotional materials, or as part of a list of Lumeo’s customers in a press release or other public relations materials. Any other press releases or marketing materials referring to the trademarks or logos of Customer will require mutual approval in writing prior to public dissemination thereof.
    3. Assignability. Neither Party may assign its right, duties, or obligations under the Agreement without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Lumeo may assign the Agreement to an Affiliate or a successor (including a successor by way of Change of Control or operation of law), or in connection with the sale of all of the assets or business to which the Agreement relates. A Party that undergoes a direct or indirect Change of Control will be deemed to have assigned the Agreement. “Change of Control” means a merger, acquisition, divestiture, sale of assets or equity, or similar transaction.
    4. Export. Customer will comply with all applicable export and import laws, rules, and regulations in connection with Customer’s activities under the Agreement. Customer acknowledges that it is Customer’s responsibility to obtain any required licenses to export and re-export Products. The Products, including technical data, are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer represents and warrants that the Products are not being and will not be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals and persons on the Table of Denial Orders, the Entity List or the List of Specifically Designated Nationals, unless specifically authorized by the U.S. Government for those purposes.
    5. U.S. Government Restricted Rights. The Products are commercial computer software, as that term is defined in 48 C.F.R. §2.101. Accordingly, if the Customer is the U.S. Government or any contractor therefore, Customer will receive only those rights with respect to the Products and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
    6. Subcontractors. Lumeo may utilize subcontractors or other third parties to perform its duties under the Agreement so long as Lumeo remains responsible for all of its obligations under the Agreement.
    7. Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth on the applicable Order Form and with the appropriate postage affixed. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section 10.7. Notices are deemed given 2 business days following the date of mailing or 1 business day following delivery to a courier.
    8. Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under the Agreement (except for failure to make payments when due) on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or utility failures, earthquakes, fires, storms or other elements of nature, blockages, embargoes, riots, acts, regulations, or orders of any governmental entity, viral outbreak, epidemic, pandemic (including COVID-19), civil unrest, acts of terrorism, cyber-attacks or war, so long as that Party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
    9. Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except for disputes subject to arbitration under Section 10.10, each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in San Francisco County, California.
    10. Arbitration. Except for the right of either Party to apply to a court of competent jurisdiction for preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute arising under or relating the Agreement, including as to the interpretation, enforcement, breach, or termination of the Agreement will be settled by confidential binding arbitration, conducted in the English language, in San Francisco County, California, under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those rules. The arbitrator will have the power to determine issues of arbitrability. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.
    11. Waiver. The waiver by either Party of any breach of any provision of the Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement.
    12. Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect. If any material limitation or restriction on the use of a Product under the Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use Products will immediately terminate.
    13. Entire Agreement. This MSA, including all Additional Terms and Order Forms, is the final and complete expression of the agreement between these Parties regarding the subject matter hereof and may only be amended by mutual written agreement of the Parties. The Agreement supersedes, and the terms of the Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into the Agreement, except that the Agreement does not supersede any prior nondisclosure or comparable agreement between the Parties executed prior to the Agreement being executed, nor does it affect the validity of any agreements between the Parties relating to other products or services of Lumeo that are not described in an Order Form and with respect to which Customer has executed a separate agreement with Lumeo that remains in effect. No employee, agent, or other representative of Lumeo has any authority to bind Lumeo with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in the Agreement. No usage of trade or other regular practice or method of dealing between the Parties will be used to modify, interpret, supplement, or alter the terms of the Agreement. The Agreement may be changed only by a written agreement signed by an authorized agent of the Party against whom enforcement is sought. Lumeo will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the Agreement (whether or not it would materially alter the Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Lumeo specifically provides a written acceptance of such provision signed by an authorized agent of Lumeo.