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These Agent Edge Master Subscription Terms (“Terms”) govern Customer’s access to and use of the Services provided by Lean Staffing Solutions Inc. a Delaware corporation, with its principal place of business at 11555 Heron Bay Blvd., Ste. 301, Coral Springs, FL (“LSG”). By executing an Order, Statement of Work, pilot or trial document that expressly references these Terms, or by accessing or using the Services, Customer agrees to be bound by these Terms, as may be updated from time to time in accordance with Section 10.9. These Terms, together with any applicable Order, Software Services Schedule, and Data Processing Addendum (“DPA”) incorporated herein by reference, constitute a binding agreement between Customer and LSG governing the provision and use of the Services.

In consideration of the terms and conditions of these Terms and other good and valuable consideration the receipt and sufficiency of which are acknowledged, Customer agrees as follows:

1.0 Definitions. In addition to those capitalized terms defined in the preamble and body of these Terms, the following terms shall mean:

1.1 “Affiliate” means, with respect to a Party, any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the actions or management or policies, whether through the ability to exercise voting power, by contract or otherwise.

1.2 “AI Customer Input” means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, improving, or customizing an AI Feature by, for, or on behalf of Customer.

1.3 “Aggregated Statistics” means data, information, or insights derived from Customer’s or any Authorized User’s use of or operation of the Services that are aggregated and/or de-identified such that they do not identify and cannot reasonably be used to identify Customer, any Authorized User, or any natural person.

1.4 “AI Customer Output” means information, data, materials, text, images, audio, code, works, expressions, or other content generated or otherwise output from, or actions taken by, an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.

1.5 “AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.

1.6 “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

1.7 “Authorized User” means all Persons authorized by Customer or any of its Affiliates to access and use the Services under the rights granted to Customer pursuant to these Terms.

1.8 “Customer Data” means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Services by or on behalf of Customer or any Authorized User, including for Processing, (b) provided, transferred, or made available to LSG its subcontractors or representatives, or to Third-Party Products by or on behalf of Customer or any Authorized User, including for Processing by or through the Services or for developing or creating deliverables, or (c) collected, downloaded, or otherwise received by LSG or the Services for or on behalf of Customer or any Authorized User. All output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data. Customer Data specifically includes, but is not limited to, all AI Customer Inputs, AI Customer Outputs, Aggregated Statistics, De-identified Data, Derived Data, Usage Data, and Personal Information.

1.9 “De-identified Data” means data that has been processed to remove or obscure personal identifiers such that it no longer constitutes Personal Information under applicable Data Protection Laws and cannot reasonably be used to identify an individual.

1.10 “Derived Data” means data, insights, patterns, models, analytics, recommendations, or other outputs generated by or through the processing of Customer Data, Usage Data, Aggregated Statistics, or De-identified Data, which have been transformed through aggregation, anonymization, generalization, or other technical means such that they do not identify and cannot reasonably be used to identify Customer, any Authorized User, or any natural person, and do not reveal Customer-specific business strategies, operations, or commercially sensitive information.

1.11 “Documentation” means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Services and provided or made available by LSG as of the effective date of the applicable Order and any updates thereto.

1.12 “Indemnifying Party” means the Party providing indemnification pursuant to Section 5 of the Terms.

1.13 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protections, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.14 “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, award, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees.

1.15 “Need to Know Personnel” means an employee or contractor of a Party that has a need to know Confidential Information of the other Party in order for such person to perform duties related to the permitted use of any Services that are the subject of these Terms; provided, however, that in the event of contractors, such contractor must be subject to a written agreement providing protection to the other Party’s Confidential Information that is at least as protective as the provisions of these Terms.

1.16 “Open Source Components” means any software component that is subject to any open source license agreement, including software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

1.17 “Order” means an order document, statement of work, order form, or similar ordering document that expressly references these Terms and identifies Services to be made available to Customer on a subscription basis by LSG.

1.18 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

1.19 “Personal Information” means non-public information about a natural person that, alone or in combination, is linkable to an individual, household, or device, or which is defined as “personal information” or “personal data” by applicable law, and which LSG receives in relation to these Terms.

1.20 “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

1.21 “Security Event” means (i) any act or omission that compromises either the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place that relate to the protection of the security, confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of LSG or its Subprocessors.

1.22 “Services” means Software Services provided by LSG to Customer pursuant to these Terms.

1.23 “Software Services” means Services provided by LSG pursuant to a duly executed Order and the Service Levels defined in the incorporated Software Services Schedule.

1.24 “Subprocessor(s)” means any entity contracted by LSG to Process Personal Information in connection with the Services.

1.25 “Third-Party Products” means any software, products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology and Open Source Components.

1.26 “Trade Secret” means Confidential Information that also meets the criteria set forth in the Defend Trade Secrets Act, in 18 U.S.C. §1839(3).

1.27 “Training Data” means any and all information, data, materials, text, prompts, images, audio, code, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.

1.28 “Usage Data” means any and all information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about Customer’s and its Authorized Users’ access to or use of the Services, such as end user profile-, visit-, session-, impression-, click through-, or click stream-data.

2.0 Services and Payments.

2.1 Services. The Software Services Schedule attached hereto is hereby incorporated into, and made part of, these Terms. Upon Customer’s execution of an Order referencing these Terms, LSG will provide the Services described in that Order to Customer, subject to these Terms. Each Order will be incorporated into and become part of these Terms. If an Order is also executed by LSG, such execution will confirm acceptance of the Order only and will not be required for these Terms to be binding upon Customer in accordance with the preamble above.

2.2 Invoices. LSG will submit invoices to Customer for payments of the amounts set forth in the applicable Order. Invoices shall include amounts due for Services. Payment is due within thirty (30) days after Customer receives each invoice. In the event any invoice is not paid within such period, and provided LSG sent Customer written notice that the invoice was not paid and Customer failed to pay the invoice within 5 business days after receipt of such notice, then Customer will pay interest at a rate of one and one-half percent (1.5%) per-month (or the highest amount allowed by law, whichever is less) on any undisputed invoices or portions thereof not paid when due. All payments will be in U.S. dollars, in immediately available funds. Notwithstanding the foregoing, LSG shall not be required to send any failure to pay notice pursuant to this section more than twice in any 12 month period.

2.3 Taxes. All amounts shown on each Order are net of any taxes or duties. Customer shall be responsible for all federal, foreign, state and local sales, use, excise, value added and other taxes and duties (except taxes based on LSG’s income, margin, and property) arising under these Terms, and will indemnify, defend, and hold LSG harmless in the event of any action, claim, or investigation alleging that Customer has not paid any required tax or duty.

2.4 Invoice Disputes. In the event Customer disputes any amount shown on any invoice rendered by LSG, Customer will (within the applicable payment period set forth in Section 2.2 above) (i) pay all undisputed amounts and (ii) invoke the dispute resolution procedures in Section 9 (Dispute Resolution) of these Terms. Any invoice that is not disputed by the payment due date will be presumed accepted but subject to rebuttal and verification.

2.5 Suspension. In the event Customer fails to pay undisputed amounts due within sixty (60) days of the due date, LSG may, in its sole discretion, (i) provide seven (7) days’ notice of its intent to suspend Services, and (ii) if the amounts have not been paid within such seven (7) day period, LSG may suspend the Services until such time as all outstanding amounts have been paid in full by Customer, or properly disputed as set forth in Section 2.4 above.

3.0 Term.

3.1 Term. These Terms are effective as of the earlier of: (a) Customer’s execution of an Order that references these Terms; or (b) Customer’s access to or use of the Services (the “Effective Date”). These Terms will remain in effect for so long as Customer has any active Order or subscription, or continues to access or use the Services, unless Customer’s account and access to the Services are earlier terminated in accordance with these Terms. Expiration or termination of an Order will not, by itself, terminate these Terms with respect to any other active Orders, and all provisions that by their nature should survive will survive in accordance with Section 3.4.

3.2 Termination. Subject to Section 9 (Dispute Resolution), either Party may terminate an applicable Order or subscription if the other Party materially breaches these Terms or such Order and fails to cure such breach within thirty (30) days after receipt of written notice thereof, except that no cure period shall apply to breaches relating to non-payment of undisputed fees, misuse of the Services, violations of acceptable use restrictions, breaches of confidentiality, data protection obligations, or intellectual property rights. Either Party may also terminate an applicable Order or subscription upon written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition for bankruptcy, becomes subject to any proceeding under applicable bankruptcy or insolvency law, or ceases business operations. If Customer terminates an Order due to LSG’s uncured material breach of such Order or these Terms, Customer shall be entitled to a refund of any prepaid fees attributable to the terminated Order that are unearned as of the effective date of termination. Except as expressly set forth in this Section, all fees paid or payable are non-refundable. Termination of an Order shall not affect any other active Orders or Customer’s obligation to pay fees accrued prior to the effective date of termination.

3.3 Effect of Termination or Expiration. Upon termination or expiration of an applicable Order or subscription for any reason: (i) Customer shall immediately cease all access to and use of the Services and Documentation associated with such terminated or expired Order; and (ii) all rights and licenses granted to Customer with respect to such Services under these Terms shall immediately terminate. Termination or expiration of an Order shall not affect any other active Orders or subscriptions, which shall continue in full force and effect in accordance with these Terms.

3.4 Survival. All provisions of these Terms that, by their nature, should survive the expiration or termination of any Order, any subscription, or Customer’s access to or use of the Services shall survive, including, without limitation, provisions relating to confidentiality, intellectual property ownership, data protection and security obligations, indemnification, limitations of liability, disclaimers of warranties, dispute resolution, governing law and venue, and any payment obligations accrued prior to termination or expiration.

4.0 Confidential Information.

4.1 Confidential & Trade Secret Information. Except as expressly provided elsewhere in these Terms, “Confidential Information” means non-public information designated by the disclosing Party as “confidential’ or “proprietary” prior to or at the time of disclosure or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of the disclosure. “Confidential Information” does not include information that (i) is or becomes generally known to the public through no fault of any person or entity under an obligation of non-disclosure with respect to such information; (ii) is in the receiving Party’s possession prior to receipt from the disclosing Party. For the avoidance of doubt, Aggregated Statistics, De-identified Data, and Derived Data shall not be considered Confidential Information of Customer, provided that such data does not identify and cannot reasonably be used to identify Customer, any Authorized User, or any natural person, and does not reveal Customer-specific business strategies, operations, or commercially sensitive information.

4.2 Specifically Identified Confidential Information. The following shall be deemed and treated as each Party’s respective Trade Secrets regardless of any designation, lack of designation, or other exception: (i) all source code, object code, and documentation relating to any software used or created by the Party, (ii) all information relating to performance, security vulnerabilities, features, or bugs in or relating to any network, software or service used by the Party, (iii) any customer list, business plan, product or service design or plan, technical specifications or features of any software or service that has not been publicly announced by the Party, (iv) any unpublished patent application filed by, or under an obligation of assignment to, the Party or any Affiliate of the Party, and (v) any access credentials, keys or passwords utilized in any manner to access any facility, system, software, network or service of the Party. The following shall be deemed and treated as each Party’s respective Confidential Information regardless of any designation, lack of designation or other exception: (vi) the Terms, and the terms, conditions, and pricing herein and in all related Orders shall be the Confidential Information of both Parties, (vii) the results of any audit relating to LSG, its services or its providers shall be the Confidential Information of LSG, (viii) any threat or allegation that the Services provided by LSG infringe any Intellectual Property Right or other right of any third party shall be the Confidential Information of LSG, (ix) the nature and status of any dispute between LSG and Customer shall be the Confidential Information of both Parties, and (x) any allegation or facts relating to any Security Event in any way relating to the Services shall be the Confidential Information of both Parties. Nothing in this Section 4 shall restrict LSG’s rights to use Customer Data in accordance with the Terms.

4.3 Obligations. Neither Party shall disclose any Confidential Information of the other Party to any Person other than Need to Know Personnel and the Party’s legal counsel unless the disclosing Party consents to such disclosure in writing or as otherwise provided by these Terms. Neither Party shall use, or assist or knowingly allow any other person to use, any Confidential Information of the other Party for any purpose other than providing and receiving Services under these Terms and as otherwise permitted under these Terms.

4.4 Reservation of Rights and Restrictions. In no event may either Party reverse engineer any software or system of the other Party, or seek to access any software, network, or system of the other Party in any manner not expressly permitted under these Terms. The disclosing Party will own all right, title, and interest in and to all Confidential Information it provides to the other Party pursuant to these Terms. Each Party hereby grants the other Party a limited license to use the disclosing Party’s Confidential Information during the Term solely for the purposes of providing and receiving the Services, and for no other purpose. Each Party otherwise reserves all rights in all Confidential Information that are not expressly granted in these Terms.

4.5 Term of Protection. The obligations of non-disclosure and non-use of Trade Secrets shall continue for the longer of (i) the Term and three (3) years thereafter, or (ii) the period of time that the Confidential Information remains a Trade Secret. For all other Confidential Information, the obligations of non-disclosure and non-use shall continue through the Term and for Two (2) years thereafter.

4.6 Permitted Disclosure. The receiving Party shall not be liable for disclosure or use of Confidential Information if the same: (i) is approved in writing for disclosure by a duly authorized officer of the disclosing Party or is expressly permitted under these Terms, (ii) is released by the Disclosing Party to the general public, or (iii) is required by law to be disclosed (provided that the receiving Party has used reasonable efforts to make such disclosure subject to an appropriate protective order or confidentiality agreement and has given reasonable prior written notice to the disclosing Party of the impending disclosure where such notice is permitted by law).

4.7 Savings Clause. No individual shall be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. No individual shall be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

4.8 Return or Destruction. Upon termination or expiration of these Terms or any Order, each Party shall, upon the written request of the disclosing Party or at the latest thirty (30) days after termination or expiration, promptly return or destroy all Confidential Information of the disclosing Party in its possession or control, except as otherwise permitted under these Terms. Notwithstanding the foregoing: (i) a Party shall not be required to delete or modify Confidential Information stored in routine system backups, archives, or logs created in the ordinary course of business, provided that such information remains subject to the confidentiality obligations set forth herein and is not otherwise accessed by the Party; (ii) a Party may retain Confidential Information to the extent required to comply with applicable law, regulation, legal process, or a bona fide legal hold; and (iii) Customer Data shall be retained, returned, or deleted solely in accordance with the applicable Data Processing Addendum. Upon request, the receiving Party shall provide written certification of compliance with this Section 4.8, except where prohibited by law.

4.9 Injunctive Relief. The receiving Party acknowledges and agrees that: (i) the Confidential Information of the disclosing Party has commercial value and is not in the public domain, (ii) unauthorized use or disclosure of same is likely to cause injury not readily measurable in monetary damages and is therefore irreparable, and (iii) in the event of unauthorized disclosure or use, the Disclosing Party shall be entitled, without prejudice to any other rights, recourses or remedies, be entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction to enforce the obligations set forth in these Terms, without obligation to post bond.

5.0 Indemnification.

5.1 Breach, Intentional Wrongdoing, Employment, and Personal Injury. Each Party will defend, indemnify, and hold harmless the other Party and their respective employees, directors, shareholders, and agents (collectively, the “Indemnified Parties”), from and against any and all Losses for any claims brought by third parties that arise from the indemnifying Party’s (or its personnel’s) fraud, intentional wrongdoing, or negligence, or in connection with any allegation of personal injury or wrongful death caused by the indemnifying Party or its personnel. Each Party will further defend, indemnify, and hold harmless the Indemnified Parties against any and all Losses from any claim or allegation alleging that an employee or contractor of the indemnifying Party is an employee of one or more of the Indemnified Parties, or entitled to an employment benefit from one or more of the Indemnified Parties.

5.2 Use of Services.

5.2.1 LSG will defend, indemnify, and hold the Customer Indemnified Parties harmless from and against any and all Losses from any third party claim alleging that the Services, or Customer’s or any Authorized User’s use of the Services, as permitted under these Terms, infringes or misappropriates any patent right, copyright, U.S. trademark, or trade secret right of any third party. The foregoing shall not apply, however, to any third-party claim arising from: (i) Customer’s or any other Authorized User’s use of the Services in combination with any products, services, or software not provided by LSG; (ii) a modification to the Services other than by LSG; (iii) Customer Data; (iv) Third-Party Products, including to the extent alleged infringement or misappropriation derives from content from a Third-Party Product; (v) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or function of the AI Features and/or Services; (vii) Training Data; or (viii) Customer’s use of the AI Customer Output.

5.2.2 Customer will defend, indemnify, and hold the LSG Indemnified Parties harmless from and against any and all Losses from any third party claims arising from: (i) the use of any Customer software, data, service, system, or documentation that infringes or misappropriates any patent right, copyright, trademark, privacy right, trade secret right or other rights of any third party, or results in a breach of any contract to which Customer or its Affiliates are a party; (ii) Customer’s use of the Services (for claims other than indemnified claims for infringement or misappropriation specifically described in 5.2.1); (iii) Customer Data and any use thereof; (iv) Processing; or (v) Customer’s breach of these Terms or non-compliance with any applicable laws.

5.3 Loss of Use. If Customer is precluded by a court of competent jurisdiction from using any component of the Services as a result of LSG’s actual or alleged infringement of a patent, copyright, trade secret, or other proprietary right of a third party (an “Infringement Claim”), or if LSG determines in its reasonable discretion to make any component of the Services unavailable due to a threatened or suspected Infringement Claim, then LSG shall, in its sole discretion, do one of the following: (i) obtain the right for Customer to continue using the affected Services; (ii) replace, re-perform, or modify the affected Services so that they no longer infringe while maintaining substantially equivalent functionality; or (iii) terminate the affected Order or subscription with respect to the affected Services and promptly refund to Customer any prepaid fees attributable to the terminated Services that are unearned as of the effective date of termination. The foregoing remedies shall be Customer’s sole and exclusive remedies, and LSG’s entire liability, with respect to any Infringement Claim.

5.4 Limitation. Notwithstanding anything herein, neither Party shall be required to indemnify, defend or hold harmless any Indemnified Party for any claim arising from the Indemnified Party’s negligence, recklessness, intentional actions, unlawful actions or omissions, or breach of contract.

5.5 Procedure. Each Party’s indemnification and defense obligations are subject to: (i) the Indemnified Party providing prompt written notice of any applicable claim, and in any event, in sufficient time to prevent the indemnifying Party from being materially prejudiced by any delay, (ii) the Indemnifying Party having sole control of the defense and all negotiations for settlement or compromise, and (iii) the Indemnified Party reasonably cooperating, at no expense or charge in the defense of such claim. The indemnifying Party will pay all settlements entered into by it, judgments finally awarded against it, and reasonable attorneys’ fees incurred in the defense. The Indemnified Party may elect to participate in any such action with counsel of its own choice, provided that it does so entirely at its own expense. Notwithstanding the foregoing, if LSG is the Indemnified Party and reasonably objects to the counsel selected by the Indemnifying Party, LSG may elect to assume control of the defense with counsel of its own choosing. In such case, the Indemnifying Party shall remain responsible for all Losses subject to indemnification under this Section, including any settlement entered into with the Indemnifying Party’s prior written consent (not to be unreasonably withheld) or any final judgment.

6.0 Representations and Warranties.

6.1 Each Party warrants and represents that: (i) it is duly constituted and authorized to enter into and perform under these Terms and any applicable Order; (ii) entering into and performing under these Terms and any applicable Order will not breach any third-party agreement or, to its knowledge, infringe or violate the rights of any third party; (iii) the individuals accepting these Terms and/or executing an Order on its behalf have the authority to bind such Party; and (iv) it knows of no reason why these Terms and any applicable Order will not be enforceable and legally binding.

6.2 Customer represents, warrants, and covenants that: (i) it owns or otherwise has and will have all necessary rights, permissions, and consents in and relating to the Customer Data, and has provided all necessary disclosures, so that, as received by LSG, directly or indirectly, and Processed in accordance with these Terms and accompanying Data Processing Addendum (“DPA”), the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law, and it will comply with all applicable laws in connection with its performance under these Terms.

7.0 LIMITATIONS ON WARRANTIES.

7.1 EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY SET FORTH IN THESE TERMS AND ITS INCORPORATED SCHEDULES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT ANY SOFTWARE OR SERVICES (INCLUDING AI CUSTOMER OUTPUTS) WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE TO CUSTOMER’S NEEDS. LSG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING CUSTOMER DATA OR THIRD-PARTY PRODUCTS.

8.0 LIMITATIONS ON LIABILITY.

8.1 EXCEPT FOR THE INDEMNIFICATION PROVISIONS IN SECTION 5.0 ABOVE, THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.0 ABOVE, THE DPA’S SECTION 5.0, AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S LIABILITY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO LSG IN THE PRECEDING SIX MONTHS UNDER THE ORDER GIVING RISE TO THE LIABILITY.

8.2 EACH PARTY SHALL NOT BE RESPONSIBLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF USE DAMAGES, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT, WHICH THE OTHER PARTY MAY INCUR OR EXPERIENCE ARISING FROM THE SERVICES OR SOFTWARE OR ON ACCOUNT OF ENTERING INTO OR RELYING ON THESE TERMS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY IN THESE TERMS ARE THE RESULT OF A NEGOTIATED ALLOCATION OF RISK BETWEEN THE PARTIES AND SHALL BE ENFORCEABLE EVEN IF SUCH LIMITATION OR DISCLAIMER RESULTS IN FAILURE OF A WARRANTY’S OR TERM’S ESSENTIAL PURPOSE.

9.0 Dispute Resolution.

9.1 Procedure. For any dispute arising under these Terms that is not resolved informally, either Party may give to the other Party notice of the dispute, including reasonable detail concerning the alleged deficiency in performance. The Parties shall then meet at a time and at a location mutually agreed and attempt in good faith to reach an agreement resolving such dispute. If the Parties fail to reach an agreement within seven (7) days after such notice is given, then each party shall produce a report describing the dispute in reasonable detail for his or her appropriate management level (Level 2 in the chart below), who shall meet at a time and at a location mutually agreed between the parties and attempt in good faith to reach resolution. If, following such meeting, the Parties fail to resolve the dispute within the period specified below, then each party shall escalate the dispute to higher levels of management as shown below. In each case, the Parties’ specified representatives will meet and attempt in good faith to reach an agreement. If, the Parties are unable to resolve the dispute after the meeting between senior management, then the aggrieved Party shall give notice of default to the other Party in writing, and the other Party shall have thirty (30) days to cure the alleged default. Neither Party shall file any legal action or invoke any arbitration proceeding unless and until the cure period has expired.

Level	Customer	LSG	Resolution Period
1	Project Manager or equivalent	VP Sales	7 days
2	Group Manager or equivalent	VP Application Development	7 days
3	Officer or C-suite	SVP/CIO	7 days

9.2 No Effect on Injunctive Relief. A Party must follow and participate in the processes outlined in Section 9.1 before pursuing litigation or any other remedy. Notwithstanding the preceding sentence, neither Party will be precluded from seeking immediate injunctive relief in connection with any unauthorized disclosure or use of Confidential Information or Intellectual Property Rights.

9.3 Performance Pending Outcome of Disputes. Customer’s payment obligations will continue during the pendency of the dispute, other than for disputed invoice amounts.

10.0 Other Provisions.

10.1 Assignment. These Terms are personal to Customer and may not be assigned, transferred, or sublicensed by Customer, in whole or in part, without LSG’s prior written consent. Any attempted assignment or transfer in violation of this Section shall be null and void. Notwithstanding the foregoing, Customer may assign an Order, together with its rights and obligations thereunder, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that: (i) Customer provides LSG with prior written notice of such assignment; (ii) the assignee agrees in writing to be bound by these Terms; and (iii) such assignment does not materially increase LSG’s obligations or risk. LSG may assign or transfer these Terms or any Order, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

10.2 No Third-Party Beneficiaries. These Terms are entered into solely between LSG and Customer for their respective benefit. Except as expressly provided herein, nothing in these Terms is intended to confer, nor shall be deemed to confer, any rights or remedies upon any third party, including any Affiliate, Authorized User, employee, contractor, end user, or customer of Customer.

10.3 Relationship. The relationship between the Parties is that of independent contractors and not partners, joint ventures, or agents. Nothing in these Terms makes LSG a sole supplier to Customer, grants any exclusive rights to either Party, or prohibits either Party from obtaining or providing similar services to or from other parties.

10.4 Non-solicitation. During the Term of an applicable Order and for a period of twelve (12) months thereafter, neither Party shall knowingly solicit employment or engagement, with intent to hire, any employee or independent contractor of the other Party who was directly involved in the provision or receipt of the Services under such Order. For purposes of this Section, “solicit” means a targeted communication initiated for the primary purpose of inducing an individual to terminate or modify their employment or contractual relationship with the other Party. General solicitations, including public advertisements or recruiting campaigns not specifically directed at such individuals, shall not constitute solicitation.

10.5 Severability, Waiver and Modification. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of these Terms, which will remain in full force. To the extent any provision is determined invalid or unenforceable, the Parties agree to abide by such provision to the maximum extent permitted by law. Failure of either Party at any time to require performance of any provision of these Terms, or to exercise any right provided for herein, shall not be deemed or treated as a waiver of such provision or right unless made in writing and executed by the waiving Party. No waiver of any breach of these Terms or any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision or right or a waiver of the provision or right itself.

10.6 Interpretation. Section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms. References to “including” mean “including without limitation.” Unless the context otherwise requires, words in the singular include the plural and vice versa. Any reference to a “Section” refers to the corresponding section of these Terms.

10.7 No Corrupt Practices. Neither Party, its employees, nor those for whom it is responsible, shall offer, promise to pay, pay, promise to give, give and/or authorize the paying or giving of anything of value, directly or indirectly through an unrelated third party, to a foreign official for the purpose of influencing the official’s actions or decisions or inducing the official to use his influence with others who affect the actions or decisions of a foreign government, government instrumentality or political party, if this is done in order to obtain, retain, or direct business to the Party. Each Party and those for whom it is responsible are forbidden from making payments to any person when such Party or person knows of or has reason to know that all or a portion of such payments will be offered, promised, or given, directly or indirectly, to a foreign official for the purpose of influencing the official’s actions or decisions or inducing the official to use his influence with others who affect the actions or decisions of a foreign government, government instrumentality, or political party, if this is done in order to obtain, retain, or direct business to the Party. Each Party represents that no officer, director, partner, owner, principal, or employee of the Party is or will be an official or employee of a governmental agency or instrumentality in a position to influence the actions or decisions regarding the activities contemplated hereunder.

10.8 Export Regulation. The Services utilize software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. The Customer shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the U.S.

10.9 Precedence; Updates; Order of Precedence. LSG may update these Terms from time to time by posting an updated version on its website or otherwise making the updated Terms available to Customer electronically. Unless otherwise stated by LSG, updated Terms will become effective upon posting (or other stated effective date), and Customer’s continued access to or use of the Services after the effective date constitutes acceptance of the updated Terms. Notwithstanding the foregoing, an Order executed by authorized representatives of both Parties may include terms that expressly supplement or modify these Terms solely as between LSG and Customer for that Order, but only if such Order: (i) expressly references this Section 10.9; and (ii) identifies the specific section(s) of these Terms being supplemented or modified. No other purported supplement, amendment, or modification will be binding. In the event of a conflict or inconsistency between: (a) an Order, (b) the DPA, (c) any Schedules, and (d) these Terms, the following order of precedence shall apply: (1) the Order (but only in connection with Services provided under such Order); (2) the DPA (only with respect to privacy and data protection matters); (3) the Schedules; and (4) these Terms. For clarity, no Order or Schedule may alter any duty of indemnification, limitation of warranty, limitation of liability, or add any warranty not set forth in these Terms unless it satisfies the requirements of the immediately preceding paragraph.

10.10 Governing Law/Venue. These Terms will be governed by and construed under the laws of the State of Florida without regard to the conflicts of law provisions thereof. Venue for any action concerning these Terms or any license granted or services rendered hereunder shall be in the state and federal courts sitting in Broward County, Florida. Each Party hereby waives any objection to the exercise of jurisdiction by such courts. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Nothing in this Section 10.10 will be construed to prevent either Party from seeking equitable relief from any court of competent jurisdiction to the extent reasonably necessary to protect its Confidential Information and Intellectual Property Rights.

10.11 Publicity. Neither Party may use the other’s trade names, trademarks, logos, service marks, or other proprietary marks in any manner, including but not limited to advertising, publicity, or websites, unless the other Party authorizes such use in writing.

10.12 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, extreme weather, pandemics, epidemics, acts of governmental authorities, war, terrorism, riots, civil unrest, labor disputes (excluding strikes involving such Party’s personnel), failures of utilities or telecommunications networks, or failures or interruptions of third-party hosting, cloud, infrastructure, or AI service providers. The affected Party shall use commercially reasonable efforts to notify the other Party of the force majeure event and to resume performance as soon as reasonably practicable. The occurrence of a force majeure event shall not excuse Customer’s obligation to pay fees accrued prior to the event.

10.13 Costs of Litigation. If a dispute should arise relating to these Terms or any right or license granted hereunder, and should that dispute result in litigation or arbitration, the prevailing party in any such proceeding is entitled to recover all reasonable costs incurred in the defense or prosecution of the claim in a court of competent jurisdiction, including court costs and reasonable attorney, paralegal, litigation vendor, and expert fees.

10.14 Acceptance; Electronic Execution. These Terms become binding upon Customer’s execution of an Order that references these Terms, Customer’s acceptance of these Terms through an electronic or online process, or Customer’s access to or use of the Services, whichever occurs first. Orders may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same legal effect as handwritten signatures.

10.15 Notices: LSG may provide notices to Customer under these Terms by posting notices through the Services, by posting notices on LSG’s website page where these Terms are made available, or by sending an email to the notice email address specified in the applicable Order or associated with Customer’s account. Such notices will be deemed received when posted or when sent, as applicable. Customer may provide notices to LSG under these Terms by sending an email to the notice email address designated by LSG on its website for legal notices (or, if specified, in the applicable Order). For operational communications, support requests, and service matters, Customer may use LSG’s designated support channels. Notices from Customer will be deemed received when actually received by LSG. Either Party may update its notice contact information by providing notice in accordance with this Section 10.15.