Ludis Analytics General Terms and Conditions 
These General Terms and Conditions (“Agreement”) set forth relate to access and use of the Ludis Analytics Software platform  (“Service”). Your access and use of the Service in conditioned on your acceptance of, and compliance with, these terms. These terms  apply to all users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms.  If you disagree with any part of the terms when you may not access the Service.  Each of Ludis and Customer may be referred to herein individually as a “Party” and together as the “Parties.”
The Parties  agree as follows: 
1. DEFINITIONS In addition to the capitalized terms defined throughout these General Terms and Conditions, the following defined terms will have  the following meanings: 
1.1 “Affiliate” means, with respect to either Party, any entity that directly or indirectly controls, is controlled by or is under  common control with such Party (but only for so long as such control exists), where “control” means the ownership of more than 50%  of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such  entity, or any other ability to select such directors or managing authority by law or contract.  
1.2 “Ancillary Services” means, collectively, the ancillary, implementation, installation, data conversion, validation, training, and  other professional services provided by Ludis under this Agreement, as agreed between the Parties and set forth in an Services  Agreement.  
1.3 “Confidential Information” means all nonpublic information disclosed by either Party, its Affiliates, or their agents (as  applicable, such entities collectively, the “Discloser”) to the other Party, its Affiliates, or their agents (collectively, the “Recipient”) in  connection with this Agreement that is designated as confidential or that, given the nature of the information or the circumstances  surrounding its disclosure, reasonably should be considered as confidential. “Confidential Information” does not includ e any  information that (i) is or becomes generally known to the public without breach of this Agreement, (ii) was known by the Reci pient  prior to its receipt from the Discloser, (iii) is disclosed to the Recipient from any third party, except where the Rec ipient knows, or  reasonably should know, that such disclosure constitutes a wrongful or tortious act, or (iv) is independently developed by th e Recipient  without use of or reference to the Discloser’s Confidential Information. Without limiting the generality of the foregoing, any  information, data and/or files Customer transmits, uploads, or stores to or on the Hosted Solution in connection with this Ag reement  (collectively, “Customer Data”) shall be deemed Customer’s Confidential Information, and the Hosted Solution, Ancillary Services,  Software (as defined in Section 2.2), Documentation, and Service Items shall each be deemed Ludis’s Confidential Information (except  for any Customer Data included therein). 
1.4 “Documentation” means the most recent version of documentation of the functional operation of the Hosted Solution that  is provided to Customer by Ludis in connection with this Agreement. 
1.5 “Hosted Solution” means the software program(s) identified on an executed Services Agreement. 
1.6 “Licensed User” means an employee or contractor of Customer that is a permitted user of the Hosted Solution, subject to  any limitations included in the applicable Services Agreement. 
1.7 “Services Agreement” means an order executed by the Parties from time to time setting forth the Hosted Solutions being  licensed, and the ancillary Service Items being purchased by Customer, scope of use, pricing, payment terms, and other relevant terms.  Each Services Agreement will be a part of and be governed by the terms and conditions of this Agreement. In the event of a conflict  between the terms of this Agreement and an Services Agreement, the Services Agreement will control solely for purposes of that  Services Agreement. 
1.8 “Service Items” means deliverables or modifications developed in connection with the configuration, implementation and/or  support of the Hosted Solution, including any technology, documentation, software, and procedures developed, conceived or  introduced by Ludis, as well as any designs, inventions, methodologies, techniques, discoveries, know-how, show-how and works of  authorship, all United States and foreign patents issued or issuable thereon, all copyrights and other rights in works of authorship,  database designs, machine learning items, trade secrets, trademarks, trade names, and other forms of corporate or product  identification, and any division, continuation, modification, enhancement, or derivative work of any of the foregoing. 
2. HOSTED SOLUTION; SERVICESLudis Analytics, Inc. Services Agreement 
2.1 Grant of License. In consideration for the payment of all fees and Customer’s ongoing compliance with the terms of this  Agreement, Ludis will make available the Hosted Solution and will provide Customer the Ancillary Services, each as set forth in Services  Agreement entered into between the Parties under this Agreement. Ludis hereby grants to Customer, for the term of the Services  Agreement(including any renewals), a non-exclusive, non-transferable (except in accordance with Section 10.5 below) license (without  the right to sublicense) to use the Hosted Solution and any Service Items developed, conceived or introduced by Ludis in connection  with the provision of the Hosted Solution and/or the performance of Ancillary Services, solely for Customer’s internal business use (and not for any external use) in accordance with the terms of this Agreement and the Services Agreement.  
2.2 Limitations. Customer and its Licensed Users shall use the Hosted Solution in strict accordance with all applicable laws and  regulations, including but not limited to laws and regulations relating to data privacy. Although Ludis has no obligation to monitor  Customer’s use of the Hosted Solution, Ludis may do so and may prohibit any use of the Hosted Solution it believes may be (or alleged  to be) in violation of the foregoing. Customer shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise  attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Hosted  Solution or any software, Documentation or data related to the Hosted Solution (excluding Customer Data) (collectively, “Software”);  (ii) modify, translate, or create derivative works based on any portion of the Hosted Solution (except to the extent expressly permitted  by Ludis or authorized within the Hosted Solution); (iii) use the Hosted Solution for timesharing or service bureau purposes or  otherwise for the benefit of a third party; or (iv) remove any proprietary notices or labels from the Hosted Solution. 
2.3 Scope of Use. The Hosted Solution may be priced based on certain metrics as set forth in an Services Agreement. Customer  may only expand its use of the Hosted Solution upon payment of additional fees at Ludis’s then-current rates. Any such fees for  additional scope of use will be immediately due and payable unless otherwise agreed in writing. 
2.4 Support. Ludis will provide Customer with reasonable technical support for the Hosted Solution in accordance with the terms  of Exhibit A hereto. 
2.5 Subcontractors. Ludis may in its discretion engage one or more Affiliates or subcontractors to assist in the provision of the  Hosted Solution and/or the performance of the Ancillary Services; provided, Ludis shall (i) ensure that such Affiliates and  subcontractors are bound by obligations of confidentiality at least as protective of Customer’s Confidential Information as set forth in  this Agreement, and (ii) be responsible for any breaches of this Agreement caused by the actions or inactions of such Affiliates and  subcontractors.  
2.6 Ludis Reservation of Rights. Except for the limited licenses granted under Section 2.1 and any applicable Service Agreements,  no other rights are granted to the Hosted Solution, Ancillary Services, Software, Documentation, or Service Items, or any  improvements, modifications, or derivative works thereof, whether by implication, estoppel or otherwise. Ludis reserves any rights not expressly granted to Customer. 
2.7 Export Control and Sanctions. In the event that Customer exports or re-exports the Hosted Solution, Software, or any Service  Item, Customer will be responsible for complying with all applicable export and import laws, rules and regulations. Customer will not  obtain, retain, use, transfer, provide or allow access to the Hosted Solution, Software, or any Service Item to any Affiliate or third party  or end user in a manner that may breach any applicable economic sanctions laws and regulations for any jurisdiction, including the  United States of America and the European Union and its Member States. Customer warrants that neither it nor any Affiliate or Representative to which Customer provides or allows access to the Hosted Solution, Software, or any Service Item is or is affiliated  with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Ludis, it will not involve  sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties. 
3. CUSTOMER OBLIGATIONS 
3.1 Equipment. Except as set forth in an Service Agreement, Customer shall be responsible for obtaining and maintaining any  equipment and ancillary services needed to connect to, access or otherwise use the Hosted Solution, including, without limitation,  modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer  shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to  administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s  knowledge or consent. 
3.2 Customer-Provided Materials. Customer agrees to provide Ludis with reasonable access to Customer materials, personnel,  Equipment or facilities to the extent such access is necessary for Ludis to perform its obligations under this Agreement. Customer  hereby grants Ludis a limited right to use any Customer materials provided to Ludis in connection with this Agreement (the “Customer Provided Materials”) solely for the purpose of providing the Hosted Solution and performing the Ancillary Services. Customer  represents and warrants that it has all rights, licenses and consents necessary to provide the Customer-Provided Materials to Ludis for  use in connection with, and for the purposes contemplated by, this Agreement (including any consents required by applicable data Ludis Analytics, Inc. Services Agreement  2 CONFIDENTIAL protection regulation, rules, or laws). For the avoidance of doubt, as between Customer and Ludis, Customer owns and will retain  ownership (including all intellectual property rights) in and to the Customer-Provided Materials. 
3.3 Service Agreements. Customer will comply with any additional Customer responsibilities included in an executed Service  Agreement, subject to the terms of this Agreement. 
4. CONFIDENTIALITY; OWNERSHIP 
4.1 Each Party, as the Recipient, shall (i) secure and protect the Discloser’s Confidential Information using the same degree or  greater level of care that it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) use the  Confidential Information of the Discloser solely to perform its obligations or exercise its rights under this Agreement; (iii) only allow  those of its employees, agents, attorneys, consultants and independent contractors (collectively “Representatives”) who (a) have a  need to access such Confidential Information, and (b) are bound by confidentiality obligations consistent with the terms of this  Agreement, to have access to the Confidential Information of the Discloser; and (iv) not transfer, display, convey or otherwise disclose  or make available all or any part of such Confidential Information to any third party (excluding Representatives). A Party may disclose  the other Party’s Confidential Information to the extent required by applicable law, regulation, or order of a court or other governmental entity. In such event, the Recipient will first attempt to redirect the third party to request it from the Discloser directly,  and shall notify the Discloser as soon as possible and, if legally permissible, in sufficient time to allow the Discloser to respond or object  to the disclosure. The Recipient may provide the Discloser’s basic contact information to the third party for the purpose of redirecting  the request. 
4.2 Ownership. As between the Parties, Customer shall own and retain all right, title and interest, including all intellectual  property rights, in and to the Customer Data and the Customer-Provided Materials; Ludis and/or its licensors shall own and retain all  right, title and interest, including all intellectual property rights, in and to the Hosted Solution, Ancillary Services, Software,  Documentation, and Service Items.  
4.3 Limited License to Use Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants Ludis  a limited, royalty-free, fully-paid up, non-exclusive license to process the Customer Data solely for purposes of performing its  obligations under this Agreement. Ludis may collect and analyze data and other information relating to the provision, use and performance of the Hosted Solution and related systems and technologies (including, without limitation, information concerning  Customer Data, in aggregated and de-identified form, and data derived therefrom) and to use such information and data during and  after the term of this Agreement to improve and enhance the Hosted Solution and for other development, diagnostic and corrective  purposes in connection with the Hosted Solution and other Ludis offerings. 
4.4 Feedback. Customer hereby grants Ludis a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid-up right  and license to use, copy, modify, sell, publish, distribute, sublicense and create derivative works based on Customer’s suggestions,  comments, or feedback regarding the Hosted Solution (collectively, “Feedback”) in any manner and for any purpose. Ludis may, in its  sole discretion, and without compensation to or attribution of Customer or any third party, use Feedback in any way, including in  future modifications of the Hosted Solution, Software, Documentation, and/or Service Items. 
4.5 Customer Reservation of Rights. Except for the limited licenses provided in Sections 3.2, 4.3, and 4.4, nothing contained in  this Agreement will be construed as granting Ludis or any third party any right, title, or interest in or to any Customer-Provided  Materials, including Customer Data, whether by implication, estoppel, or otherwise. 
4.6 Data Security. Without limiting its obligations under Section 4.1, Ludis shall implement reasonable technical, administrative ,  and physical security measures intended to prevent the unauthorized access to or use of Customer Data stored on the Hosted Solution  or otherwise in the custody or control of Ludis.  
5. PAYMENT OF FEES 
5.1 Payment. Customer shall pay all fees set forth in the Service Agreements. All invoices shall be paid net 30 days following the  date of the invoice. Invoices that are more than 10 days past due shall be subject to a finance charge at a rate of interest the lesser of  1.5% per month or the maximum permissible legal rate. If Customer’s use of the Hosted Solution exceeds the Scope of Use set forth  on the Order Form or otherwise requires the payment of additional fees, Customer shall be billed for such usage and Customer agrees  to pay the additional fees in the manner provided herein. Ludis reserves the right to change the Fees or applicable charges and to  institute new charges and Fees at the end of the Initial License Term (as defined in the Order Form) or then -current renewal term,  upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Ludis has billed Customer  incorrectly, Customer must contact Ludis no later than 60 days after the closing date on the first billing statement in which the error  or problem appeared in order to receive an adjustment or credit.Ludis Analytics, Inc. Services Agreement  3 CONFIDENTIAL 
5.2 Expenses. Customer shall reimburse Ludis for all reasonable travel, lodging and out-of-pocket expenses incurred by Ludis in  connection with providing the Ancillary Services under this Agreement. 
5.3 Taxes. Customer shall pay all taxes, fees or costs imposed by any governmental body arising as a result of this Agreement  (other than on Ludis’s net income).  
6. TERM AND TERMINATION 
6.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with  this Section 6, shall continue for the period of 1 year. Thereafter, the Agreement shall automatically renew for successive 1-year  periods until terminated by either Party in accordance with this Section 6. For avoidance of doubt, the term of any license shall be for  the period set forth in the Service Agreement, including any renewals.  
6.2 Termination. Either Party may terminate this Agreement and any or all Service Agreements immediately upon notice in the  event that: (i) the other Party materially breaches this Agreement or an Service Agreement and fails to cure such breach within 30 days after receipt of written notice of the same, except in the case of Customer’s failure to pay fees when due, which must b e cured  within 10 days after receipt of written notice from Ludis; or (ii) the other Party becomes the subject of a voluntary proceeding relating  to insolvency, receivership, liquidation, bankruptcy or composition for the benefit of creditors and such petition or proceed ing is not  dismissed within 60 days of filing. Either Party may terminate this Agreement for convenience upon 30 days’ notice at any time while  there are no Service Agreements in effect. This Agreement shall automatically terminate 2 years after the termination or expiration  of all Service Agreements hereunder. 
6.3 Suspension of Access. If Ludis determines that Customer has breached any terms of this Agreement or any Order Form, in  addition to Ludis’s other remedies available at law or in equity, Ludis shall have the right to suspend Customer’s access to the Hosted  Solution until the breach is remedied. In addition, Ludis may also suspend access if it determines that Customer’s continued use of the  Hosted Solution may result in harm to the Hosted Solution, Ludis’s or third party systems, or other Ludis customers, or result in a  violation of applicable law or legal rights of another.  
6.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason, Customer shall immediately cease  all use of the Hosted Solution, Software, Documentation and Service Items, and the licenses granted and all other rights of Customer  under this Agreement shall immediately and automatically terminate and revert to Ludis. Company remains liable for all fees and  expenses incurred up to and including the effective date of termination. Customer shall, within 10 days following termination or  expiration of this Agreement, (i) destroy or return to Ludis, at Ludis’s option, all magnetic media or tangible items and material in  Customer’s possession containing any Ludis Confidential Information, and (ii) certify such return or destruction in writing to Ludis. All  sections of this Agreement which by their nature should survive termination or expiration of this Agreement will survive such termination or expiration. 
6.5 Return of Customer Data; Transition Assistance. At such time as this Agreement is terminated or expires for any reason, Ludis  shall act in good faith and shall continue to provide the Hosted Solution and perform Ancillary Services through the termination or  expiration date to wind down the relationship in an orderly manner and to avoid disruption, confusion or harm to Customer or its  business.  
7. LIMITED WARRANTY 
7.1 Limited Warranty. Ludis shall use commercially reasonable efforts to provide the Hosted Solution in a manner which  minimizes errors and interruptions. The Hosted Solution may be temporarily unavailable for scheduled maintenance or for  unscheduled emergency maintenance, either by Ludis or by third-party providers, or because of other causes beyond Ludis’s  reasonable control. Ludis shall use reasonable efforts to provide advance notice in writing (including by e -mail) regarding any  scheduled disruption. In the event Ancillary Services are specified within an Order Form, Ludis shall provide such Ancillary Services in  a professional and workmanlike manner. 
7.2 Remedies. Customer’s sole and exclusive remedy for any breach of the warranties set forth herein or in an Service Agreement shall be to notify Ludis of the applicable non-conformity, in which case Ludis shall use commercially reasonable efforts to correct such  non-conformity by re-establishing access to the Hosted Solution or re-performing the Ancillary Services, as applicable.  Notwithstanding the foregoing, Ludis shall not be responsible for any non-conformity that arises as a result of (i) any act or omission  of Customer, including a failure to use the Hosted Solution in conformance with the Documentation and this Agreement; (ii) an y person  other than Ludis making modifications to the Hosted Solution or any Service Item in any way without Ludis’s prior written consent; or  (iii) any failure of any component of hardware, software, or other materials not supplied by Ludis under this Agreement.  
7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN AN SERVICE AGREEMENT, THE HOSTED SOLUTION AND THE  ANCILLARY SERVICES ARE PROVIDED “AS IS,” AND LUDIS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING Ludis Analytics, Inc. Services Agreement  4 CONFIDENTIAL FROM COURSE OF DEALING OR USAGE OF TRADE, INDUSTRY STANDARD, OR STATUTORY. IN PARTICULAR, ALL WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. LUDIS DOES NOT  WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS: (I) THAT THE HOSTED SOLUTION OR THE ANCILLARY SERVICES WILL MEET  CUSTOMER’S REQUIREMENTS; (II) THAT THE HOSTED SOLUTION OR THE ANCILLARY SERVICES WILL BE ERROR FREE OR FUNCTION IN  AN UNINTERRUPTED MANNER; OR (III) REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE HOSTED SOLUTION OR THE  ANCILLARY SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE.  
8. INDEMNIFICATION  
8.1 Ludis Indemnity. Ludis shall defend, indemnify and hold Customer and its directors, officers, employees, and agents harmless  from and against any third-party claims, suits, liabilities, obligations, judgments, and causes of action (“Third-Party Claims”) and  associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that the Hosted S olution or  any Service Item infringes any currently existing United States patent or copyright of any third party. The foregoing obligations do not  apply with respect to portions or components of the Hosted Solution or Service Items: (i) not supplied by Ludis; (ii) made in whole or  in part in accordance with Customer specifications; (iii) modified after delivery; (iv) combined with other products, processes or  materials; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (vi) where the alleged infringement results from Customer-Provided  Materials or Customer Data; or (vii) where Customer’s use of the Hosted Solution is not strictly in accordance with the Documentation,  this Agreement, and applicable law. If the Hosted Solution or any Service Item is or is likely to be the subject of a Third-Party Claim as  described in this Section 8.1, Ludis may, at its sole option and expense, and as Customer’s sole and exclusive remedy, either: (a) secure  for Customer the right to continue to use the affected item; (b) replace, modify or correct the affected item to avoid such infringement;  or (c) terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the  affected item. 
8.2 Customer Indemnity. Customer shall defend, indemnify and hold Ludis, its Affiliates and licensors, and their respective  directors, officers, employees, and agents harmless from and against any Third-Party Claim and associated costs and expenses  (including reasonable attorneys’ fees) to the extent arising out of or resulting from (i) Customer-Provided Materials (including  Customer Data), or (ii) Customer’s use of the Hosted Solution or any Service Item (except to the extent Ludis is obligated to indemnify  pursuant to Section 8.1). 
8.3 Indemnification Procedures. To be indemnified, the Party seeking indemnification must: (i) give the other Party timely written  notice of such Third-Party Claim (unless the other Party already has notice); provided, however, that failure to give such notice will  not waive any rights of the indemnified Party except to the extent that the rights of the indemnifying Party are prejudiced thereby; (ii)  give the indemnifying Party authority, information and assistance for the Third-Party Claim’s defense and settlement. The indemnifying  Party has the right, at its option, to defend the Third-Party Claim at its own expense and with its own counsel. The indemnified Party  has the right, at its option, to join in the defense and settlement of such Third-Party Claim and to employ counsel at its own expense,  but the indemnifying Party shall retain control of the defense. The indemnifying Party has the right to settle the claim with out the  indemnified Party’s prior written consent if the settlement does not require the indemnified Party to pay any money or admit any  fault. 
9. LIMITATION OF LIABILITY 
9.1 EXCEPT FOR (I) EACH PARTY’S PERFORMANCE OF ITS INDEMNITY OBLIGATIONS UNDER SECTION 8, (II) EACH PARTY’S LIABILITY  ARISING OUT OF ITS BREACH OF CONFIDENTIALITY, AND (III) CUSTOMER’S OBLIGATION TO PAY FEES UNDER THIS AGREEMENT  (COLLECTIVELY, THE “EXCLUSIONS”), IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS,  EMPLOYEES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL  DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, PERSONAL INJURY AND FOR  ANY OTHER PECUNIARY LOSS OF ANY SORT), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BASED ON ANY THEORY  OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR  OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE  FAILED OF ITS ESSENTIAL PURPOSE.  
9.2 EXCEPT FOR THE EXCLUSIONS, IN NO EVENT SHALL EITHER PARTY’S, ITS AFFILIATES’, OR THEIR RESPECTIVE DIRECTORS’,  OFFICERS’, EMPLOYEES’ AND AGENTS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING  OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY  CUSTOMER TO LUDIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.Ludis Analytics, Inc. Services Agreement  5 CONFIDENTIAL 
10. MISCELLANEOUS 
10.1 Governing Law. This Agreement will be governed by, construed, and interpreted in accordance with the laws of the State of  California, excluding its rules of conflicts of law that would give rise to application of the substantive law of another jurisdiction.  
10.2 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity  thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be settled by arbitration in San  Francisco, California administered by the American Arbitration Association in accordance with its Commercial Arbitration Rule s then  in effect. Judgment upon the arbitration award may be entered, and application for judicial confirmation or enforcement of the  arbitration award may be made in any court of competent jurisdiction. 
10.3 Force Majeure. Neither Party shall be liable for any loss, damages or penalty (other than the obligation to pay money)  resulting from any failure to perform due to causes beyond the reasonable control of such Party, including, but not limited to: supplier  delay, acts of God, labor disputes, terrorism, war, unavailability of components, acts of governmental authorities or judicial action, or  material interruption in telecommunications or utility service. The delayed Party shall perform its obligations within a reasonable time  after the cause for the failure has been remedied, and the other Party shall accept the delayed performance.  
10.4 Injunctive Relief. Customer acknowledges that any breach by Customer of this Agreement would cause Ludis irreparable harm  not compensable with money damages, and that in the event of such breach, Ludis shall be entitled to seek injunctive relief, without  bond, from any court of competent jurisdiction. 
10.5 Assignment. Neither Party shall assign its rights, duties or obligations under this Agreement without the prior written consent  of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, upon written notice (but without  the need for consent), either Party may assign this Agreement to an Affiliate or in connection with any merger, reorganization or sale  of substantially all of such Party’s assets relating to this Agreement or other change of control transaction. 
10.6 Relationship of the Parties. Ludis is an independent contractor, and none of Ludis’s employees or agents shall be deemed  employees or agents of Customer. Nothing in this Agreement is intended or shall be construed to create or establish any agency,  partnership or joint venture relationship between the Parties. During the term of this Agreement, Ludis may identify Customer by  name and may include Customer’s logo(s) (in the form provided and/or pre -approved by Customer, such approval not to be  unreasonably withheld, conditioned or delayed) as part of Ludis’s promotional or marketing materials of every form, and may  otherwise confirm the existence of a business relationship between the Parties. For avoidance of doubt, the terms of this Agreement  shall remain the Confidential Information of both Parties and shall be treated in accordance with Section 4.  
10.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in  person, one (1) day after being sent by overnight courier, or two (2) days after deposit in the United States mail, first class postage  prepaid. All notices shall be addressed to the address set forth in the caption, or at such other address as either Party may designate.  
10.8 Severability. If any provision of this Agreement or any Order Form is held invalid or otherwise unenforceable, the  enforceability of the remaining provisions shall not be impaired thereby and the illegal provision shall be replaced with a legal provision  that encapsulates the original intent of the Parties. 
10.9 Entire Agreement; Amendment; Waiver. This Agreement and all Order Forms collectively constitute the entire agreement  between the Parties and supersedes any prior or contemporaneous agreement or understandings with respect to the subject matter  of this Agreement. This Agreement shall be construed as if both Parties had equal involvement in its drafting, and thus shall not be  construed against the drafter. This Agreement may be modified only by a written agreement signed by both Parties hereto. No waiver  or consent granted for one matter or incident will be a waiver or consent for any different or subsequent matter or incident. To be  effective, waivers and consents must be in writing and signed by an authorized Representative of the applicable Party. 
10.10 Purchase Orders; Acceptance of Quotes. If Customer submits its own terms in Customer’s acceptance of a price quotation or  in a purchase order, which add to, vary from, or conflict with the terms herein, any such terms are of no force and effect and are  superseded by this Agreement.  
EXHIBIT A 
Support Terms 
Ludis will provide technical support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of federal holidays (“Support Hours”).  Customer may initiate a helpdesk ticket during Support Hours by calling by emailing info@ludisanalytics.com. Ludis will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.Ludis Analytics, Inc. Services Agreement 

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