Master Services & License Agreement

Capitalized terms have the meanings given below or where first defined in this Agreement, an Order Form, or an Exhibit.

1.1 “Adoption-Dependent Share” means the portion of Value at Stake that depends on workforce adoption, which is thirty-five percent (35%) by default unless an Order Form states otherwise.

1.2 “Agreement” means this Master Services & License Agreement, together with all Order Forms and Exhibits.

1.3 “Applicable Data Protection Laws” means all laws and regulations applicable to a party’s processing of Personal Data under this Agreement, including, as and to the extent applicable, the California Consumer Privacy Act as amended (the “CCPA”), the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), applicable state artificial-intelligence and automated-decision laws, applicable biometric- and recorded-communications-privacy laws, and, where the parties have agreed in writing that they apply, the EU General Data Protection Regulation and equivalent laws.

1.4 “Authorized User” means a member of Customer’s personnel whom Customer permits to access the Platform on Customer’s behalf and subject to this Agreement.

1.5 “Campaign” (also referred to as an “Initiative”) means a defined diagnostic engagement tied to a specific change initiative or topic.

1.6 “Change-Management Value at Stake” or “CM-VaS” means Value at Stake multiplied by the Adoption-Dependent Share.

1.7 “Cohort” means a group of Participants. Leadership-facing reporting is provided at the Cohort level only, with a minimum floor of eight (8) Participants per reported group (the “Cohort Floor”).

1.8 “Confidential Information” means any non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data and the Outputs. Confidential Information of Provider includes Provider Technology and the Platform’s non-public features, methodologies, and pricing. The terms of this Agreement and each Order Form are the Confidential Information of both parties.

1.9 “Credits” means the unit of Interview usage included in, or purchased under, an Order Form.

1.10 “Customer Data” means: (a) data Customer provides to Provider, including the roster/directory export, operational context, and template kit; (b) the Interview content, recordings, and transcripts of Customer’s Participants; and (c) the behavioral model and memory derived from the foregoing. As between the parties, Customer owns Customer Data.

1.11 “Deliverables” — see “Outputs.”

1.12 “Effective Date” means the date on which the first Order Form referencing this Agreement is executed by both parties, or, if earlier, the date Customer first accesses or uses the Platform or Services.

1.13 “Interview” means a single AI-conducted conversation with one Participant, conducted by phone or web.

1.14 “Juniper” means Provider’s AI conversational analyst that conducts Interviews.

1.15 “Order Form” means an ordering document executed by the parties that references this Agreement and sets the Services, fees, and term for an engagement. An Order Form may incorporate Provider’s hosted services terms by reference to latentvariables.com/legal/services-license-agreement.

1.16 “Outputs” (also referred to as “Deliverables”) means the reports, artifacts, analyses, and documents Provider generates for Customer from the Services. As between the parties, Customer owns the Outputs, subject to Section 5.

1.17 “Participant” means an individual invited to or completing an Interview, namely a member of Customer’s workforce or, in a white-label engagement, a member of the Partner’s customer’s workforce.

1.18 “Personal Data” means any information relating to an identified or identifiable natural person that is processed under this Agreement, as further described in the DPA, including “personal information” and equivalent terms under Applicable Data Protection Laws.

1.19 “Platform” means the Latent Variables platform, including the Juniper AI analyst, models, software, interfaces, topic packs, and the Standing Read.

1.20 “Protected Health Information” or “PHI” has the meaning given to it under HIPAA, limited to PHI that Provider receives from, or creates or receives on behalf of, Customer in connection with the Services.

1.21 “Provider Technology” means the Platform, Juniper, the underlying and trained models, the methodology, topic packs, software, and all improvements, modifications, and derivatives of any of the foregoing. As between the parties, Provider owns Provider Technology.

1.22 “Services” means the Platform together with the managed research and diagnostic services Provider performs under an Order Form, delivered in three parts: Stand-up, Continual Service, and Service on Demand, as described in Section 2.

1.23 “Standing Read” means the longitudinal, queryable record that compounds across Waves.

1.24 “Sub-processor” means a third party engaged by Provider to process Personal Data in connection with the Services, as further described in the DPA.

1.25 “Value at Stake” or “VaS” means Customer’s own documented business-case value for an Initiative.

1.26 “Wave” means a round of Interviews across a defined Cohort within a Campaign.

2.1 Order Forms. Provider will provide the Services described in each Order Form executed by the parties. Each Order Form is governed by and incorporates this Agreement. An Order Form sets the Services, fees, term, and other commercial specifics for an engagement.

2.2 The Services. The Services consist of AI-conducted, approximately ten-minute, one-to-one Interviews (voice and web), available in twenty or more languages, across a population that Customer chooses, together with the managed research and diagnostic services described below. The Services are delivered in three parts:

• Stand-up. Over approximately four (4) weeks, Provider seeds the engagement from one roster/directory export, runs the first Wave, builds the Standing Read, and delivers the first-wave diagnostic in Customer’s templates.
• Continual Service. Provider provides ongoing personalized delivery, sustainment, recurring re-Interviews, and the compounding of the Standing Read across Waves.
• Service on Demand. Provider provides a direct line for bespoke questions between Waves.

2.3 Targeted timelines. Provider designs the Services so that first Interviews return within approximately forty-eight (48) hours, the first-wave read within approximately two (2) weeks, and the diagnostic within approximately thirty (30) days of Interview completion. These are good-faith targets dependent on Customer’s timely performance of its responsibilities under Section 3 and are not guarantees.

2.4 Deliverables. Provider will deliver the Outputs identified in the applicable Order Form. Provider will deliver Outputs in Customer’s templates where Customer supplies them and in open, portable formats consistent with Section 13.7.

2.5 What Customer receives; no integration required. Customer receives access to the Platform for its Authorized Users, the Outputs, and the Standing Read for the duration of the applicable Order Form term. No system integrations are required to receive the Services.

2.6 Changes. Either party may request changes to the scope of an engagement. Agreed changes will be documented in a written change order or amended Order Form signed by both parties.

3.1 Inputs. To enable the Services, Customer will provide, in a timely manner: (a) one roster/directory export identifying the intended Participants; (b) the operational context Provider reasonably requests to configure the engagement; (c) a template kit reflecting Customer’s reporting formats; and (d) a named lead with authority to make engagement decisions and serve as Provider’s primary point of contact.

3.2 Intro message. Provider will draft a one-time introductory message for Participants, and Customer will review, approve, and send that message from a Customer channel. Customer is responsible for the accuracy of any Customer-specific information in the message it sends.

3.3 Authorized Users. Customer is responsible for managing its Authorized Users, including provisioning and de-provisioning access, maintaining the confidentiality of credentials, and ensuring that each Authorized User complies with this Agreement. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own. Customer will promptly notify Provider of any unauthorized access or use of the Platform of which it becomes aware.

3.4 Customer representations and authority. Customer represents and warrants that:

• it has all necessary rights, authority, consents, and lawful bases to provide the roster/directory export and all other Customer Data to Provider, and to have Provider process that data to provide the Services;
• it has the right and authority to have its workforce (or, in a white-label engagement, the relevant workforce) interviewed in the manner contemplated by this Agreement, and has provided or will provide any notices and obtained or will obtain any consents required under Applicable Data Protection Laws and applicable employment, labor, recorded-communications, and biometric-privacy laws for the Interviews and the processing contemplated by this Agreement; and
• its provision and use of Customer Data and its use of the Services do not and will not violate any applicable law or the rights of any third party.

3.5 Cooperation. Customer acknowledges that Provider’s performance depends on Customer’s timely cooperation, including the inputs in Section 3.1, and that Provider is not responsible for delays or deficiencies in the Services to the extent caused by Customer’s failure to perform its responsibilities.

4.1 License to Customer. Subject to this Agreement and payment of the applicable fees, Provider grants Customer, during the term of the applicable Order Form, a non-exclusive, non-transferable, non-sublicensable license to: (a) access and use the Platform through its Authorized Users; and (b) use the Outputs for Customer’s internal business purposes.

4.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying methodology of the Platform or any Provider Technology, except to the extent this restriction is prohibited by applicable law; (b) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Platform or Services available to any third party, except as expressly permitted by an Order Form; (c) use the Platform, Services, Outputs, or any Provider Technology to develop, train, or improve a product or service that competes with the Platform or Services; (d) scrape, crawl, or use any automated means to extract data from the Platform other than through functionality Provider makes available; (e) circumvent, disable, or attempt to defeat the Cohort Floor, the individual-confidentiality controls in Section 8, or any other security or access control of the Platform; (f) access or use the Platform or Services in violation of applicable law or to infringe the rights of any third party; or (g) remove, obscure, or alter any proprietary notices on the Platform, the Outputs, or any Provider Technology.

4.3 License to Provider in Customer Data. Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Services for Customer and to perform its obligations under this Agreement. Provider’s use of Customer Data is further limited by Sections 5 and 8 and the DPA. Except for this limited license, no rights in Customer Data are granted to Provider.

4.4 Reservation of rights. Except for the rights expressly granted in this Agreement, each party reserves all right, title, and interest in and to its own property, and no rights are granted by implication, estoppel, or otherwise.

5.1 Customer Data and Outputs. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data and the Outputs, including all intellectual property rights in them. Subject to Provider’s underlying rights in Provider Technology, Provider hereby assigns to Customer all of Provider’s right, title, and interest in and to the Outputs upon creation. Provider holds no rights in Customer Data or the Outputs beyond the limited license in Section 4.3 and the rights necessary to deliver the engagement.

5.2 Provider Technology. As between the parties, Provider owns and retains all right, title, and interest in and to Provider Technology, including all improvements, modifications, and derivatives of it, and all intellectual property rights in any of the foregoing. Nothing in this Agreement transfers ownership of Provider Technology to Customer. To the extent any Output incorporates or relies on Provider Technology, Provider’s ownership of that Provider Technology is unaffected, and Customer’s rights in such Provider Technology are limited to the license in Section 4.1.

5.3 Use of operational metadata to operate and improve the Services. Provider may collect and use de-identified, aggregated operational and usage metadata (for example, system-performance, reliability, latency, and aggregate volume metrics) to operate, secure, maintain, analyze, and improve the Services. Such operational and usage metadata does not include, and Provider will not derive it in a manner that includes, the substantive content of any Interview, recording, transcript, or the behavioral model or memory derived from them.

5.4 No training on Customer Data. Provider will not use Customer Data — including Interview content, recordings, transcripts, or the behavioral model or memory derived from them — to train, fine-tune, or otherwise develop any artificial-intelligence or machine-learning model, whether Provider’s own or a third party’s. Provider contractually requires its model-provider Sub-processors to exclude Customer Data from model training, as further described in the DPA.

5.5 No external sharing of Customer Data except as authorized. Provider will not disclose or make Customer Data available to any third party except: (a) to Sub-processors solely to provide the Services and subject to the protections in the DPA; (b) as Customer specifically authorizes in writing, and then only in de-identified or aggregate form; or (c) as required by law and subject to Section 7.4.

5.6 Feedback. If Customer voluntarily provides suggestions, enhancement requests, or other feedback regarding the Services, Provider may use that feedback to operate and improve the Services without obligation to Customer, provided that Provider does not identify Customer and does not use Customer Data as part of, or as the source of, such feedback in a manner inconsistent with Sections 5.3 through 5.5.

6.1 Fees. Customer will pay the fees set out in each Order Form. The Order Form controls over this Agreement on commercial specifics, including fees. Fees are based on Provider’s three-layer pricing model, which may include:

• a Pilot (Land) fee for a first Campaign;
• an Annual License (Stay) fee banded by Customer employee count, which includes the Standing Read, Continual Service, the Service-on-Demand line, Provider’s security and compliance posture, and a baseline annual Credit allotment, and is not charged per seat;
• Campaign (Grow) fees, each Initiative priced at ten percent (10%) of its CM-VaS, floored at five thousand dollars ($5,000) and subject to the not-to-exceed (NTE) cap stated on the Order Form, with small or operational Waves drawing Credits instead; and
• Credits included in or purchased under the Order Form,

in each case as specified in, and governed by, the applicable Order Form.

6.2 Pilot conversion. Where the Order Form so provides, a Pilot fee credits toward the year-one Annual License fee on conversion.

6.3 Invoicing and payment. Provider will invoice Customer as stated in the Order Form. Unless the Order Form states otherwise, Customer will pay each undisputed invoice within thirty (30) days of the invoice date (net 30). Customer will pay in U.S. dollars.

6.4 Non-refundable. Except for amounts attributable to Provider’s uncured material breach of this Agreement, all fees are non-refundable and all payment obligations are non-cancelable.

6.5 Late payment. Undisputed amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid. Provider may exercise its suspension rights under Section 13.4 for non-payment.

6.6 Disputed amounts. Customer will notify Provider in writing of any good-faith dispute regarding an invoice within fifteen (15) days of the invoice date and will pay all undisputed amounts when due. The parties will work in good faith to resolve disputed amounts promptly.

6.7 Taxes. Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all sales, use, value-added, and similar taxes arising from the Services, excluding taxes based on Provider’s net income, property, or employees. If Provider is required to collect such taxes, Provider will invoice them and Customer will pay them, unless Customer provides a valid exemption certificate.

7.1 Obligations. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least the degree of care it uses for its own confidential information of similar nature, and in no event less than reasonable care; and (c) not disclose Confidential Information except to its employees, advisors, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party is responsible for any breach of this Section by its personnel and recipients.

7.2 Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) was rightfully received from a third party without restriction and without breach of any obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt prior written notice and reasonable cooperation, at the Disclosing Party’s expense, to enable the Disclosing Party to seek a protective order or other remedy. The Receiving Party will disclose only that portion of the Confidential Information legally required to be disclosed.

7.4 Equitable relief. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages are inadequate, and that the Disclosing Party is entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other available remedies.

7.5 Personal Data. To the extent Confidential Information also constitutes Personal Data, the DPA governs in the event of any conflict with this Section as to the handling of that Personal Data.

8.1 DPA. The parties’ processing of Personal Data is governed by the Data Processing Addendum attached as Exhibit A (the “DPA”), which is incorporated by reference. Where PHI is in scope, the Business Associate Agreement attached as Exhibit C (the “BAA”) applies and controls with respect to PHI. The Security Exhibit attached as Exhibit B describes Provider’s technical and organizational measures.

8.2 Roles. With respect to Customer Data that constitutes Personal Data, Provider acts as Customer’s data processor (and, under the CCPA, as a service provider), processing such Personal Data only on Customer’s documented instructions and as necessary to provide the Services. Where PHI is in scope, Provider acts as Customer’s Business Associate under the BAA.

8.3 Individual confidentiality. Provider’s individual-confidentiality commitments are a material term of this Agreement:

• leadership-facing views are provided at the Cohort level only and are subject to the Cohort Floor of eight (8) Participants per reported group;
• individual Interview transcripts are sealed;
• individual Participant identities are withheld from the employer; and
• a free-text quotation reaches leadership only with the per-quote consent of the Participant who made it.

8.4 Inference governance. Inferences are drawn only from material a Participant produced voluntarily. Provider’s inferences and Outputs are barred from use in, and Customer will not use them for, any compensation, promotion, scheduling, or discipline decision regarding any individual. Provider’s posture is designed for the artificial-intelligence and automated-decision laws of California, Colorado, and New York.

8.5 Voice and biometric data. Recordings are not used to create voiceprints or biometric identifiers. Customer is responsible, with Provider’s support, for ensuring that explicit recorded-communications and biometric-style consents required under applicable law (including the Illinois Biometric Information Privacy Act and the laws of Texas and Washington) are obtained from Participants.

8.6 Sub-processors. Provider may engage Sub-processors to provide the Services. Provider maintains a Sub-processor schedule as a living list and will provide advance notice of changes and a right to object, as further described in the DPA. Provider remains responsible for its Sub-processors’ performance of the obligations in the DPA.

8.7 Retention and deletion. Default transcript retention is twelve (12) months. Provider will process Participant deletion requests within fifteen (15) days. On termination, Provider will delete Customer Data within thirty (30) days, and will purge backups within ninety (90) days, in each case as described in Section 13.6 and the DPA, with a certificate of destruction available on request.

8.8 Optional regulatory modules. Where the parties agree in writing that they apply, the CCPA service-provider terms and the GDPR/Standard Contractual Clauses annex to the DPA will govern the corresponding processing. Absent such agreement, those modules do not apply, and nothing in this Agreement asserts active operations under those regimes.

8.9 Security incidents. Provider will notify Customer of a security incident affecting Customer Data, and (where PHI is in scope) of a breach of unsecured PHI within thirty (30) days of discovery, as and to the extent described in the DPA, the Security Exhibit, and the BAA.

9.1 Service warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy, and Provider’s entire liability, for breach of this warranty is, at Provider’s option, re-performance of the deficient Services or, if Provider cannot re-perform within a reasonable time, a refund of the fees paid for the deficient Services, provided Customer notifies Provider of the nonconformity within thirty (30) days of the relevant performance.

9.2 Authority. Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, and that its execution and performance do not conflict with any other agreement to which it is bound.

9.3 Disclaimer.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 9, THE PLATFORM, THE SERVICES, AND THE OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.4 Decision-support only; no outcome guarantee. Customer acknowledges and agrees that:

• the Services and Outputs are decision-support only and are not legal, clinical, medical, financial, or human-resources advice;
• Provider does not guarantee any business outcome, retention result, adoption result, engagement result, or regulatory or compliance result;
• the Outputs are generated in part by artificial-intelligence systems and may contain errors or omissions, and Customer is responsible for exercising its own independent judgment in relying on them; and
• Customer is solely responsible for its own decisions and actions and for its own compliance with all laws and regulations applicable to it, including employment, labor, and data-protection laws.

10.1 Provider indemnity. Provider will defend Customer, and its officers, directors, and employees (the “Customer Indemnitees”), against any third-party claim alleging that the Provider Technology, as provided by Provider and used in accordance with this Agreement, infringes or misappropriates that third party’s patent, copyright, trademark, or trade-secret rights, and will indemnify the Customer Indemnitees against damages, costs, and reasonable attorneys’ fees finally awarded against them or agreed in settlement of such a claim.

10.2 Exclusions. Provider has no obligation under Section 10.1 to the extent a claim arises from: (a) Customer Data or any materials provided by Customer; (b) modification of the Provider Technology by anyone other than Provider; (c) combination of the Provider Technology with products, services, or data not provided by Provider, where the claim would not have arisen but for the combination; (d) use of the Provider Technology in violation of this Agreement or applicable law; or (e) use of any version other than the most current version Provider made available, where the claim would have been avoided by use of the current version.

10.3 IP remedies. If the Provider Technology becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement claim, Provider may, at its option and expense: (a) procure for Customer the right to continue using the affected Provider Technology; (b) modify or replace it so that it becomes non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form on notice and refund any prepaid fees for Services not yet rendered. This Section 10.1–10.3 states Provider’s entire liability, and Customer’s exclusive remedy, for any claim of infringement or misappropriation.

10.4 Customer indemnity. Customer will defend Provider, and its officers, directors, and employees (the “Provider Indemnitees”), against any third-party claim arising from: (a) Customer’s breach of its representations and warranties in Section 3.4; (b) Customer Data or its collection, provision, or use in violation of applicable law or third-party rights; or (c) Customer’s use of the Outputs in violation of Section 8.4 or applicable law; and will indemnify the Provider Indemnitees against damages, costs, and reasonable attorneys’ fees finally awarded against them or agreed in settlement of such a claim.

10.5 Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim (provided that failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not settle a claim in a manner that imposes liability or admission of fault on the indemnified party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

11.1 Exclusion of indirect damages. Except for the Excluded Claims in Section 11.3, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, or for the cost of substitute services, arising out of or related to this Agreement, even if advised of the possibility of such damages and regardless of the theory of liability.

11.2 Liability cap. Except for the Excluded Claims in Section 11.3, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by Customer (and, with respect to Customer’s liability, paid plus owed) under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim. With respect to Provider’s indemnification obligations under Section 10.1, this cap is two times (2×) that amount.

11.3 Excluded Claims. The exclusion in Section 11.1 and the cap in Section 11.2 do not apply to: (a) a party’s breach of its confidentiality obligations in Section 7; (b) a party’s breach of its data-protection obligations under Section 8 and the DPA (and, where applicable, the BAA); (c) Customer’s breach of the license restrictions in Section 4.2 or its payment obligations in Section 6; (d) a party’s indemnification obligations under Section 10; or (e) liability that cannot be limited or excluded under applicable law.

11.4 Allocation of risk. The parties agree that the limitations in this Section reflect an agreed allocation of risk and are an essential basis of the bargain, and apply notwithstanding the failure of essential purpose of any limited remedy.

12.1 During the term of this Agreement, Provider will maintain, at its own expense, commercially reasonable insurance coverage, including cyber-liability and technology errors-and-omissions coverage and commercial general liability coverage, in amounts commercially reasonable for the nature and scale of the Services. On Customer’s written request, Provider will provide a certificate of insurance evidencing such coverage.

13.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, unless terminated earlier under this Section. Unless an Order Form states otherwise, the initial term of each Order Form is one (1) year.

13.2 Renewal. Each Order Form automatically renews for successive one-year terms unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term. An Order Form may state an annual fee escalator.

13.3 Termination for cause. Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice describing it. Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

13.4 Suspension. Provider may suspend Customer’s access to the Platform or Services, in whole or in part, on notice (or, where a delay would cause harm, without prior notice) if: (a) Provider reasonably determines that Customer’s use poses a security threat to the Platform, the Services, or other customers, or violates applicable law; or (b) Customer fails to pay undisputed amounts when due and does not cure within ten (10) days after notice. Provider will restore access promptly after the cause of suspension is resolved. Suspension does not relieve Customer of its payment obligations.

13.5 Effect of termination. On expiration or termination: (a) all licenses and access rights granted under the affected Order Form(s) end; (b) Customer will pay all amounts accrued and owing as of the effective date of termination; and (c) each party will, on request, return or destroy the other’s Confidential Information then in its possession, subject to Section 13.6 and the parties’ retention obligations under law.

13.6 Data return and destruction. On termination, and on Customer’s earlier written request, Provider will make Customer Data available to Customer for export in open formats as described in Section 13.7. Provider will delete Customer Data within thirty (30) days of termination, will purge Customer Data from backups within ninety (90) days, and will provide a certificate of destruction on request. Provider may retain Customer Data to the extent and for the period required by law, subject to the continuing protections of this Agreement and the DPA.

13.7 Export; no lock-in. Provider provides export in open, portable formats (CSV or Parquet for data; standard document formats for analyses). Export does not depend on the continuation of the engagement and is available during the term and during the deletion window in Section 13.6.

13.8 Survival. Sections 1, 4.2, 4.4, 5, 6 (for amounts accrued), 7, 8.3, 8.4, 8.7, 9.3, 9.4, 10, 11, 13.5–13.8, 14, 15, and 16, and any other provision that by its nature should survive, survive expiration or termination of this Agreement.

14.1 Compliance. Each party will comply with all laws and regulations applicable to it in connection with this Agreement.

14.2 Export controls and sanctions. Each party will comply with applicable export-control, import, and economic-sanctions laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and is not identified on any U.S. government list of prohibited or restricted parties. Customer will not use the Services in violation of any such law or for any prohibited end use.

14.3 Anti-corruption. Each party will comply with applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act.

15.1 Neither party will issue any press release or public statement, or use the other party’s name, logos, or trademarks, in connection with this Agreement without the other party’s prior written consent. For the avoidance of doubt, Provider has no right to use Customer’s name or logo as a customer reference except with Customer’s prior written consent.

16.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue. Subject to Section 7.4, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware (and the Delaware Court of Chancery where subject-matter jurisdiction lies) for any dispute arising out of or related to this Agreement, and waive any objection to such venue.

16.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign it without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. Notwithstanding the foregoing, Customer may not assign this Agreement, including in connection with a change of control, to a competitor of Provider without Provider’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

16.4 Notices. Notices under this Agreement must be in writing and sent to the addresses on the Order Form or, for Provider, to legal@latentvariables.com and 650 California Street, San Francisco, CA 94108. Notices are deemed given: on delivery if delivered personally or by recognized overnight courier; on confirmed delivery if sent by email; or three (3) business days after mailing if sent by certified mail. Routine operational and billing notices may be given by email.

16.5 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed, and the remaining provisions will remain in full force and effect.

16.6 No waiver. No failure or delay by a party in exercising any right under this Agreement is a waiver of that right, and no waiver is effective unless in writing and signed by the waiving party.

16.7 Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party has authority to bind the other.

16.8 Entire agreement; order of precedence. This Agreement, together with all Order Forms and Exhibits, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings. In the event of a conflict, the following order of precedence applies: (a) an Order Form controls over this Agreement and its Exhibits as to commercial specifics (such as Services, fees, and term); (b) this Agreement controls over an Order Form as to legal terms; and (c) the DPA and the BAA control over the body of this Agreement as to the handling of Personal Data and PHI, respectively. No terms in a Customer purchase order or similar document have any effect.

16.9 Amendments. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

16.10 Counterparts; electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered electronically or by electronic-signature service are valid and binding.

16.11 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, governmental action, epidemic or pandemic, failures of the internet or third-party infrastructure, and Sub-processor or utility outages, provided the affected party uses reasonable efforts to mitigate and resume performance.

16.12 Third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except that the Customer Indemnitees and Provider Indemnitees are intended beneficiaries of Section 10 for purposes of the indemnities stated there.