LEVEREGE END USER LICENSE AGREEMENT

LEVEREGE, LLC, A MARYLAND LIMITED LIABILITY COMPANY (“LEVEREGE”) IS WILLING TO GRANT ACCESS TO THE SOFTWARE PRODUCTS (DEFINED IN SECTION 1) TO YOU OR THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE PRODUCTS (REFERENCED BELOW AS “YOU” OR “YOUR” OR THE “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS END USERS LICENSING AGREEMENT (THE “EULA”). BY ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS EULA. YOU AND LEVEREGE MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE PRODUCTS. THIS EULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND LEVEREGE. BY INDICATING CONSENT ELECTRONICALLY, BY REGISTERING FOR AN ACCOUNT WITH LEVEREGE, OR ACCESSING OR OTHERWISE USING THE SOFTWARE PRODUCTS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SOFTWARE PRODUCTS. ALL DEFINED TERMS HAVE THE MEANING GIVEN SUCH TERMS IN SECTION 1.

1. Definitions and Interpretation.

The following definitions and rules of interpretation apply in this EULA:

• “Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).
• “Applicable Data Protection Laws” means the EU General Data Protection Regulation (2016/679) (“GDPR”), any applicable laws of EU member states implementing the GDPR (including the UK Data Protection Act 2018), and the California Privacy Rights Act, in each case as amended, consolidated, re-enacted or replaced from time to time and only if and insofar as they apply.
• “Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.
• “Content” means all data, information, content (structured and unstructured) and other materials uploaded or copied to the Software Products by you. For the avoidance of doubt, your Content does not include Usage Data.
• “Documentation” means the manuals, specifications and other written and electronic materials describing the functionality, features and operating characteristics, maintenance, operation and use of the Software Products, together with any updates thereto, as provided by or through Leverege.
• “Feedback” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the Software Products suggested by you to Leverege.
• “Indirect Order” means an order or purchase order to purchase access to the Software Products placed with an authorized reseller or distributor of Leverege.
• “Intellectual Property” means a Party’s proprietary material, technology, processes, user interfaces, design, information, data, code, products, software, graphics, look and feel, proprietary framework, methodology, algorithms, models, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.
• “Leverege” means the Leverege legal entity specified on the signature line of the Order.
• “Leverege Stack" means the Leverege-owned software platform, software components, and AI models that power and enable the development, customization, deployment, and management of the Software Products. This platform, software components, and AI models include, without limitation, Leverege Connect™, Leverege Architect™, and Leverege Amplify™.
• “Output” means Content as modified, supplemented, analyzed, transformed, or enhanced by the Software Products and the Leverege Intellectual Property, including, without limitations, labeled images, analyzed video footage, derived insights, reports, and any other output that combines Content with Leverege Intellectual Property.
• “Software Products” means (a) Leverege’s proprietary applications (currently marketed under Leverege AutoTrace™, Leverege ExpressLane™, Leverege PitCrew™, and Leverege WorkWatch™), together with (b) any associated hosting or support services that Leverege provides for remote access and use, including the Documentation. Software Products includes any third-party software and services that Leverege manages on its own back end and makes available to you as part of the foregoing. However, Software Products does not include physical devices, hardware infrastructure, or any items specifically excluded under this EULA.
• “Notice” means any notice or other communication required or permitted under this EULA.
• “Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
• “Subscription Term” means the period of time during which you are subscribed to the Software Products as more specified in Section 10.1. 
• “Third Party Content” means all data, information, videos, feeds, social media content, posts, blogs, surveys, ratings, reviews, feedback or any other information collected or otherwise obtained by you from an independent source, and all data derived thereof, such as reports, summaries, graphs and charts.
• “Usage Data” means all data, intelligence, relationships, patterns structure, sequence, organization and telemetry associated with your Content or regarding use of the Software Products so long as such Usage Data does not contain any of your Content. Leverege will not share (other than with third parties providing services to Leverege who agree in writing to terms at least as restrictive regarding the processing of Usage Data as those set forth in this EULA) or publicly make available any Usage Data that identifies you, data subjects, or customers.

2. Access and Use.

2.1. Access and Use.

Subject to payment of all applicable subscription or user fees and the terms and conditions of this EULA, Leverege grants you, during the Subscription Term, a non-exclusive, non-transferable right to access and use the Software Products and applicable Documentation solely for your internal business purposes in accordance with the Documentation. Leverege shall electronically deliver or make available the Software Products, such that no tangible media passes to you. You may make a reasonable number of backup or archive copies of the Documentation at no additional charge, subject to your confidentiality obligations set forth in Section 4. 

2.2. Access and Use Restrictions.

You agree not to act outside the scope of the rights that are expressly granted by Leverege in this EULA. You shall not (directly or indirectly): (a) make the Software Products or the Output available to anyone other than yourself; (b) sell, resell, license, sublicense, distribute, rent, lease, or otherwise provide access to the Software Products or the Output to any third party except to the extent explicitly authorized in writing by Leverege; (c) copy, reproduce, modify, distribute or display the Software Products or the Output, the look and feel of the Software Products or the Output, the arrangement of the content within the Software Products, the Output, or the Documentation except as permitted under this EULA; (d) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Software Products, the Output, the Documentation, or Leverege’s Intellectual Property; (e) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to you under this EULA to any third party; (f) modify, reverse engineer or disassemble the Software Products or the Output; (g) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Software Products or the Output, attempt to recreate the Software Products or the Output, or use the Software Products or the Output for any competitive or benchmark purposes; (h) create, translate or otherwise prepare derivative works based upon the Software Products, the Output, the Documentation or Leverege’s Intellectual Property; (i) “crawl" or "scrape", whether manually or by automated means, (including bots, scrapers, and spiders), to view, access or collect any data or information within the Software Products; (j) interfere with or disrupt the integrity or performance of the Software Products; (k) attempt to gain unauthorized access to the Software Products or its related systems or networks, or perform unauthorized penetrating testing on the Software Products; (l) use the Software Products or the Output in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or (m) store in or process with the Software Products any personal health data, credit card data, personal financial data or other such sensitive regulated data not required by the Documentation. 

2.3. Trial Services.

If you are using a free trial, a proof of concept version of the Software Products, a beta version of the Software Products, or using the Software Products on any other free-of-charge basis including any related support services to the extent provided by Leverege in its sole discretion (collectively, “Trial Services”), Leverege shall make such Trial Services available to you for a period to be agreed upon with Leverege (“Trial Services Period”). Leverege grants you, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for your internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this EULA. You are authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Leverege in writing. Any data you enter into the Trial Services and any configurations made to the Trial Services by or for you during the term of such Trial Services will be permanently lost upon termination of the Trial Service or this EULA, whichever is earlier, unless the you export such data or configurations before such termination. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Software Products. Leverege will be under no obligation to provide you with any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Leverege provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Leverege disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. You assume all risks and all costs associated with your use of the Trial Services. Your sole and exclusive remedy in case of any dissatisfaction or Leverege’s breach of the EULA with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Leverege to indemnify, defend, or hold harmless under this EULA are not applicable to Customers using Trial Services.

2.4. Modification to the Software Products.

Leverege reserves the right to modify the software, including the Leverege Stack, underlying the Software Products, at any time and agrees to use commercially reasonable efforts to notify you of any such modifications to the extent that such modifications adversely affect functionality. Leverege reserves the right to improve or otherwise modify its internal computing or storage device, or network architecture at any time subject to maintaining appropriate industry standards of practice relating to the provision and security of the Software Products, and provided that any such modification does not materially diminish the core functionality or security of the Software Products.

2.5. Right of Access.

You understand that this EULA grants certain rights of access only to the Software Products or the Output, and that nothing in this EULA may be interpreted to require delivery of a copy of any of any Leverege software to you or installation of a copy of such software upon any computers or systems under your control.

3. Rights in Intellectual Property.

3.1. Leverege Intellectual Property.

Except for the rights granted in this EULA, all rights, title, and interest in and to the Software Products, Documentation, and all Leverege’s Intellectual Property are hereby reserved by Leverege, its Affiliates or licensors. You agree not to delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Services as delivered. You agree that the Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. You further acknowledge and agree that portions of the Software Products, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of Leverege and its licensors. There are no licenses granted by implication under this EULA and Leverege reserves all rights that are not expressly granted.

3.2. Your Intellectual Property.

Except as provided for herein, all rights, title, and interest in and to your Intellectual Property are hereby reserved by you. You own all right, title and interest in all your Content. Nothing in this EULA shall be construed to grant Leverege any rights in your Content beyond those expressly provided herein. You grant Leverege and its Affiliates the limited, non-exclusive, worldwide license to copy, display, publish, distribute, use and create derivative works of your Content solely for the purposes of providing and improving the Software Products. Prior to uploading your Content or Third Party Content to the Software Products or using the Software Products to collect or retrieve your Content or Third Party Content, you shall, at your own expense, obtain all licenses, consents and/or other permissions from appropriate third parties as may be necessary for your use of the relevant Content and/or Third Party Content as necessary to enable you to grant the rights granted by this Section 3.2. Further, you are responsible for ensuring that retrieval, use and processing of your Content and Third Party Content, as contemplated in this EULA, will not violate applicable rights of third party rights-holders, nor violate the requirements of applicable law. To the extent you access or use any Third Party Content using the tools available through the Software Products, you shall adhere to any terms of service and privacy policies that apply to the publisher of the applicable third-party website or other third-party resource.

3.3. Ownership of Output

The Parties agree and acknowledge that the Output shall be comprised of Content along with modification, supplements, enhancements and additions made to such Content created by the Software Products and Leverege Intellectual Property. You own and shall retain all right, title, and interest, in that portion of the Output consisting of Content, and Leverege owns and shall retain all right, title, and interest, in that portion of the Output to the extent consisting of modifications, supplements, enhancements and/or additions to Content.

3.4. Usage Data and Feedback.

Leverege shall be permitted to collect and use the Usage Data for its reasonable business purposes and for your benefit. In the event Leverege wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and/or presented in the aggregate so that it will not identify you. The foregoing shall not limit in any way Leverege’s confidentiality obligations pursuant to Section 4 below. To the extent that you provide Leverege with Feedback, such Feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon Leverege pursuant to this EULA and may be implemented by Leverege in its sole discretion. You acknowledge that any Leverege products or materials incorporating any such Feedback shall be the sole and exclusive property of Leverege.

3.5. Content Disclaimers.

• (a) Leverege shall have no obligation to preview, verify, flag, modify, filter or remove any of your Content or Third Party Content (although Leverege may do so in at its sole discretion), and Leverege shall not be responsible for any failure to remove, or for any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Content or Third Party Content.
• (b) You acknowledge that, as between the Parties, you are responsible for backup and archiving of any content processed by the Software Products, including all your Content and Third Party Content. Leverege shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of your Content or Third Party Content.
• (c) Leverege does not provide any warranty or support under this EULA for any non-Leverege products or services, including without limitation, your Content and/or Third Party Content.

4. Confidentiality.

4.1. Confidential Information.

The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this EULA. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This Section 4.1 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set forth in Section 5.3 and not this Section 4.1 herein apply to your Content.

4.2. Exceptions.

Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this EULA by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

5. Security and Processing of Personal Data.

5.1. Your Content.

As between Leverege and you, you are solely responsible for: (i) the content, quality and accuracy of your Content as made available by you; (ii) ensuring you and Leverege have a valid legal basis for processing your Content and for sharing your Content with Leverege (to the extent applicable); and (iii) ensuring that your Content as made available by you complies with applicable laws and regulations including Applicable Data Protection Laws.

5.2. Data Protection Laws.

The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. In particular, if you are established in the European Economic Area (“EEA”), in the United Kingdom (“UK”) or in California, or will, in connection with the Software Products, provide Leverege with personal data relating to an individual located within the EEA, the UK or California, the Parties shall comply with the Data Processing Agreement found at https://www.leverege.com/legal/data-processing-agreement (“DPA”) which in such case is hereby incorporated into this EULA.

5.3. Security of your Content.

Leverege shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of your Content against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of your Content; and (iii) access and use your Content solely to perform its obligations in accordance with the terms of this EULA, and as otherwise expressly permitted in this EULA. Leverege shall not materially diminish its security controls with respect to your Content during a particular Software Products term.

6. Warranties Disclaimer.

THE WARRANTIES IN THIS SECTION 6 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING LEVEREGE AND LEVEREGE’S SERVICES PROVIDED HEREUNDER. LEVEREGE AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND/OR DATA ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITHOUT LIMITATION, (A) LEVEREGE DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE SOFTWARE PRODUCTS; AND (B) LEVEREGE IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE SOFTWARE PRODUCTS OR FOR CONCLUSIONS DRAWN FROM SUCH USE.

7. Indemnification.

You shall indemnify, defend and hold Leverege and/or its Affiliates and their officers, directors and employees harmless from and against any third-party claims, suits and proceedings (including those brought by a government entity) resulting from: (a) an alleged infringement or violation by your Content of such third-party’s patent, copyright, trademark, trade secret; or (b) Leverege’s use of your Content, in accordance with the terms of this EULA and (where applicable) with the terms of the DPA, violates applicable law; and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

8. Limitation of Liability.

8.1. MAXIMUM LIABILITY.

EXCEPT FOR LIABILITY CAUSED BY YOUR DATA INFRINGEMENT INDEMNITY IN SECTION 7, YOUR BREACH OF SECTION 2.2, AND YOUR PAYMENT OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO LEVEREGE UNDER THIS EULA DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF INITIAL CLAIM.

8.2. NO CONSEQUENTIAL DAMAGES.

EXCEPT FOR LIABILITY CAUSED BY YOUR BREACH OF SECTION 2.2, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THIS EULA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. Construction.

This EULA is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for gross negligence, willful misconduct, or fraud.

9. Restricted Rights and Export Control.

9.1. Export Control.

The exportation of the Software Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the laws of any country or organization of nations within whose jurisdiction you operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, you hereby undertake not to export, re-export, access or grant access to the Software Products, the Output, and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

9.2. Commercial Computer Software.

If you are an agency or contractor of the United States Government, you acknowledge and agree that: (i) the Software Products (including any software forming a part thereof) were developed entirely at private expense; (ii) the Software Products (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Leverege; (iii) the Software Products (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the Software Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. You shall provide no rights in the Software Products (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this EULA.

10. Term and Termination.

10.1. Term of the EULA. 

This EULA will be effective upon your consent to these terms and conditions by using the Software Products or affirmatively consenting to this EULA when registering an account with Leverege and will continue until your employer, service provider or Leverege terminates its relationship. 

10.2. Effects of Termination/Expiration.

Upon termination or expiration of an applicable Subscription Term: (i) you will have no further right to access or use the Software Products or the Output; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained in the Software Products. Any of your Content contained in the Software Products will be deleted within sixty (60) days of termination/expiration of your Subscription Term. You acknowledge that you are responsible for exporting any of your Content to which you desire continued access after termination/expiration, and Leverege shall have no liability for any failure of you to retrieve such Content and no obligation to store or retain any such Content after such sixty (60) day period. Following termination of the Software Products, Leverege may immediately deactivate your account.

10.3. Continuing Force of Certain Provisions.

Even if this EULA expires or is terminated, the parties agree to remain bound by the provisions of Sections 2.2, 3, 4, 6, 7, 8, 10.2, 10.3, 11, and 12. The rights and duties created by those provisions will not expire or terminate but will remain in effect for so long as the provisions themselves expressly state, or, if not stated, indefinitely. Each Party will retain any claims accrued prior to expiration or termination, such as accrued rights to receive payments from the other Party.

11. Dispute Resolution. 

11.1. Arbitration.

Any controversy or claim arising out of or relating to this EULA shall be resolved by arbitration substantive and procedural provisions of the federal arbitration act before a single arbitrator in accordance with the then-current JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) (https://www.jamsadr.com/rules-streamlined-arbitration/), except where those rules conflict with this provision, in which case this provision controls. The arbitrator shall be selected within 20 business days from commencement of the arbitration from the JAMS neutrals unless a candidate not on such panel is approved by both parties. Within 45 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be concluded, and the award rendered within no more than 8 months from selection of the arbitrator or, failing agreement, procedures meeting such time limits will be designed by the Arbitrator and adhered to by the parties. The arbitration shall be held in Rockville Maryland and the arbitrator shall apply the substantive law controlling this EULA, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Any court with jurisdiction shall enforce this clause and enter judgment on any award; provided, however, under no circumstances shall the arbitrator award damages in excess of or inconsistent with the limitations contained in Section 8 of this EULA. The arbitrator may award the costs and expenses of the arbitration as provided in the JAMS Rules, but each Party shall bear its own attorney fees. 

11.2. Attempt to Mediate.

Prior to initiation of arbitration, Leverege and you must attempt to mediate, within a period of 45 days after the request for mediation, the dispute using a professional mediator from the AAA or like organization selected by agreement or, absent agreement, through selection procedures administered by the AAA. In no event will mediation delay commencement of the arbitration for more than 45 days or interfere with the availability of emergency relief.

11.3. Provisional Remedies.

Each party has the right to seek from the appropriate court provisional remedies to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the dispute. All aspects of the mediation and arbitration shall be treated as confidential. 

11.4. Waiver of Right to Trial By Jury.

EACH PARTY HERETO WAIVES: (A) ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY, AND (B) WITH THE EXCEPTION OF RELIEF MANDATED BY STATUTE, ANY CLAIM TO PUNITIVE, EXEMPLARY, MULTIPLIED, INDIRECT, CONSEQUENTIAL OR LOST PROFITS/REVENUES DAMAGES.

12. Miscellaneous.

12.1. Assignment.

Neither Party may assign any of its rights or obligations under this EULA without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this EULA to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

12.2. Independent Contractors.

Nothing in this EULA will be construed to imply a joint venture, partnership or principal-agent relationship between Leverege and you, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

12.3. Force Majeure.

With the exception of your payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

12.4. Governing Law.

This EULA is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland. Any legal suit, action, or proceeding arising out of or related to this EULA or the rights granted hereunder will be instituted exclusively in the federal courts of the United States District Court for the District of Maryland (Greenbelt division) or the courts of the State of Maryland in each case located in Montgomery County, Maryland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.5. Entire Agreement, Execution, and Modification.

This EULA supersedes all prior agreements and representations between the Parties regarding the subject matter of this EULA. The terms and conditions contained in any purchase order or statement issued by you will be of no force or effect, even if such purchase order or statement is accepted by Leverege. Leverege may make changes to this EULA from time to time. If Leverege makes a material change to any of the foregoing, Leverege will inform you by e-mail to the e-mail address(es) noted in your account (or subsequently designated by you in writing as a contact for notifications from Leverege), or through a banner or other prominent notice within the Software Products, or through the Leverege support platform. If you do not agree to the change, you must notify Leverege by e-mail to legal@leverege.com within thirty (30) days after Leverege’s notice. If you notify Leverege, then you will remain governed by the most recent terms of service applicable to you until the end of the then-current year of the Subscription Term and the updated terms shall apply upon the commencement of the subsequent Subscription Term.

12.6. Severability and Waiver.

This EULA shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this EULA or of any other term or provision hereof. Should any term or provision of this EULA be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this EULA that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

Should you have any questions concerning this EULA, or if you desire to contact Leverege for any reason, please e-mail us at: legal@leverege.com.

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